Common use of Performance Measurement Clause in Contracts

Performance Measurement. (a) The Committee shall establish one or more performance goals for each Performance Period, which may consist of business criteria or other metrics (the “Performance Goals”). The Performance Goals are set forth on Exhibit A hereto. Upon the expiration of the Performance Period, the Committee shall have the sole discretion to determine the level of achievement of the Performance Goals and, in accordance with Exhibit A, the number of RSUs, if any, that Participant has earned. (b) Except as set forth below in Section 3(c), Section 3(d), and Section 3(e), or as may otherwise be provided by the Committee, if Participant’s Termination of Service occurs prior to the expiration of the Performance Period, Participant shall forfeit all rights, title and interest in and to any RSUs subject to the Performance Period. (c) Notwithstanding the foregoing provisions of this Section 3, if Participant incurs a Termination of Service due to Disability or death, the RSUs shall become fully vested on the date of termination at the level of target performance. (d) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the contrary between Participant and the Company or any of its Subsidiaries (the “Company and its Subsidiary” or “the Company and any of its Subsidiaries” are hereinafter referred to as “the Company” for purposes of this Section 3(d) through Section 23 of the Agreement), in the event of a Change in Control, (1) any RSUs still outstanding shall become fully vested, or (2) if Participant terminated employment with the Company within the 30 calendar days prior to the Change in Control and forfeited the RSUs, then such forfeited RSUs shall be re-issued to Participant upon the Change in Control, and shall be fully vested upon the date of such re-issuance provided that (a) Participant did not voluntarily resign prior to the effective date of the Change in Control and (b) Participant was not terminated for cause (as determined in good faith by the Board or Committee) prior to the effective date of such Change in Control. RSUs that vest pursuant to this Section 3(d) shall vest at target performance. (e) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the contrary between Participant and the Company, if Participant incurs a Termination of Service as a result of Retirement after the first anniversary of the Grant Date, then the RSUs shall not be forfeited as a result of such Retirement and shall continue to vest for as long as Participant remains Retired. Participant’s RSUs earned shall be prorated based on Participant’s retirement date.

Performance Measurement. (a) The Committee shall establish one or more performance goals for each Performance Period, which may consist of business criteria or other metrics (the “Performance Goals”). The Performance Goals are set forth on Exhibit A hereto. Upon the expiration of the Performance Period, the Committee shall have the sole discretion to determine the level of achievement of the Performance Goals and, in accordance with Exhibit A, the number of RSUs, if any, that Participant has earned. (b) Except as set forth below in Section 3(c), Section 3(d), and Section 3(e), or as may otherwise be provided by the Committee, if Participant’s Termination of Service occurs prior to the expiration of the Performance Period, Participant shall forfeit all rights, title and interest in and to any RSUs subject to the Performance Period. (c) Notwithstanding the foregoing provisions of this Section 3, if Participant incurs a Termination of Service due to Disability or death, the RSUs shall become fully vested on the date of termination at the level of target performance. (d) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the contrary between Participant and the Company or any of its Subsidiaries (the “Company and its Subsidiary” or “the Company and any of its Subsidiaries” are hereinafter referred to as “the Company” for purposes of this Section 3(d) through Section 23 of the Agreement), in the event of a Change in Control, (1) any RSUs still outstanding shall become fully vested, or (2) if Participant terminated employment with the Company within the 30 calendar days prior to the Change in Control and forfeited the RSUs, then such forfeited RSUs shall be re-issued to Participant upon the Change in Control, and shall be fully vested upon the date of such re-issuance provided that (a) Participant did not voluntarily resign prior to the effective date of the Change in Control and (b) Participant was not terminated for cause (as determined in good faith by the Board or Committee) prior to the effective date of such Change in Control. RSUs that vest pursuant to this Section 3(d) shall vest at the greater of the level of target performance or actual performance; provided, however, that the RSUs shall vest at the level of target performance until the first anniversary of the Grant Date. (e) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the contrary between Participant and the Company, if Participant incurs a Termination of Service as a result of Retirement after the first anniversary of the Grant Date, then the RSUs shall not be forfeited as a result of such Retirement and shall continue to vest for as long as Participant remains Retired. Participant’s RSUs earned shall be prorated based on Participant’s retirement date.

Performance Measurement. (a) The Committee shall establish one or more performance goals for each Performance Period, which may consist of business criteria or other metrics (the “Performance Goals”). The Performance Goals are set forth on Exhibit A hereto. Upon the expiration of the Performance Period, the Committee shall have the sole discretion to determine the level of achievement of the Performance Goals and, in accordance with Exhibit A, the number of RSUs, if any, that Participant has earned. (b) Except as set forth below in Section 3(c), ) and Section 3(d), and Section 3(e), or as may otherwise be provided by the Committee, if Participant’s Termination of Service occurs prior to the expiration of the Performance Period, Participant shall forfeit all rights, title and interest in and to any RSUs subject to the Performance Period. (c) Notwithstanding the foregoing provisions of this Section 3, if Participant incurs a Termination of Service due to Disability or death, the RSUs shall become fully vested on the date of termination at the level of target performance. (d) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the contrary between Participant and the Company or any of its Subsidiaries (the “Company and its Subsidiary” or “the Company and any of its Subsidiaries” are hereinafter referred to as “the Company” for purposes of this Section 3(d) through Section 23 of the Agreement), in the event of a Change in Control, (1) any RSUs still outstanding shall become fully vested, or (2) if Participant terminated employment with the Company within the 30 calendar days prior to the Change in Control and forfeited the RSUs, then such forfeited RSUs shall be re-issued to Participant upon the Change in Control, and shall be fully vested upon the date of such re-issuance provided that (a) Participant did not voluntarily resign prior to the effective date of the Change in Control and (b) Participant was not terminated for cause (as determined in good faith by the Board or Committee) prior to the effective date of such Change in Control. RSUs that vest pursuant to this Section 3(d) shall vest at target performance. (e) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the contrary between Participant and the Company, if Participant incurs a Termination of Service as a result of Retirement after the first anniversary of the Grant Date, then the RSUs shall not be forfeited as a result of such Retirement and shall continue to vest for as long as Participant remains Retired. Participant’s RSUs earned shall be prorated based on Participant’s retirement date.

Performance Measurement. (af) The Committee shall establish one or more performance goals for each Performance Period, which may consist of business criteria or other metrics (the “Performance Goals”). The Performance Goals are set forth on Exhibit A hereto. Upon As soon as practicable following the expiration of the Performance Period, but in no event later than June 30 of the Committee calendar year immediately following the end of the Performance Period, the Committee, in its sole discretion, shall have the sole discretion to determine the level of achievement of the Performance Goals and, in accordance with Exhibit A, the number of RSUs, if any, that Participant has earned. The date that the Committee makes such determination is hereinafter referred to as the “Determination Date.” (bg) Except as set forth below in Section 3(c), ) and Section 3(d), and Section 3(e), ) or as may otherwise be provided by the Committee, if Participant’s Termination of Service occurs prior to the expiration of the Performance PeriodDetermination Date, Participant shall forfeit all rights, title and interest in and to any RSUs subject to the Performance Periodgranted hereunder. (ch) Notwithstanding the foregoing provisions of this Section 3, if Participant incurs a Termination of Service due to Disability or deathdeath prior to the Determination Date, a prorated portion of the RSUs shall become fully vested on the date of termination Participant’s Termination of Service at the level of target performance, such portion equal to the portion of the Performance Period worked by the Participant between the first day of the Performance Period and the date of the Participant’s Termination of Service. (d) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the contrary between Participant and the Company or any of its Subsidiaries (the “Company and its Subsidiary” or “the Company and any of its Subsidiaries” are hereinafter referred to as “the Company” for purposes of this Section 3(d) through Section 23 of the Agreement), in the event of a Change in Control, (1) any RSUs still outstanding shall become fully vested, or (2) if Participant terminated employment with the Company within the 30 calendar days prior to the Change in Control and forfeited the RSUs, then such forfeited RSUs shall be re-issued to Participant upon the Change in Control, and shall be fully vested upon the date of such re-issuance provided that (a) Participant did not voluntarily resign prior to the effective date of the Change in Control and (b) Participant was not terminated for cause (as determined in good faith by the Board or Committee) prior to the effective date of such Change in Control. RSUs that vest pursuant to this Section 3(d) shall vest at target performance. (ei) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the contrary between Participant and the Company, if Participant incurs a Termination of Service as a result of Retirement after the first anniversary of the Grant Date, then the RSUs shall not be forfeited as a result of such Retirement and shall continue to vest for as long as Participant remains Retired. Participant’s RSUs earned shall be prorated based on the portion of the Performance Period worked by the Participant between the first day of the Performance Period and the date of the Participant’s retirement dateTermination of Service.

Performance Measurement. (a) The RSUs are subject to forfeiture until they vest. The Committee shall establish one or more performance goals for each the Performance Period, which may consist of business criteria or other metrics at the discretion of the Committee (the “Performance Goals”). The Performance Goals are set forth on Exhibit A hereto. Except as otherwise provided herein, the RSUs will vest and become nonforfeitable on the third (3rd) anniversary of the Grant Date (the “Vesting Date”), subject to the achievement of the minimum threshold Performance Goals for payout and the Participant’s continuous service with the Company through the Vesting Date. Upon the expiration conclusion of the Performance Period, the Committee shall have the sole discretion to determine the level of achievement of the Performance Goals and, in accordance with Exhibit A, the number of RSUs, if any, that Participant has earnedvest and shall be settled pursuant to Section 4 below. For purposes of this Agreement, to the extent that an established Performance Goal is reported in the Company’s Form 10-Ks and Form 10-Qs, attainment of any such Performance Goal will be based on the Company’s reporting with respect to such Performance Goal in the Company’s Form 10-Ks and Form 10-Qs as filed with the Securities and Exchange Commission with such adjustments as are recommended by management and approved by the Committee for items that are infrequent in occurrence and/or unusual in nature and consistent with similar adjustments made for purposes of annual bonus compensation. (b) Except as set forth below in Section 3(c), Section 3(d), and Section 3(e), or as may otherwise be provided by Notwithstanding any provision of this Award Agreement to the Committeecontrary, if Participant’s Termination of Service occurs prior to the expiration of the Performance Period, Participant shall forfeit all rights, title and interest in and to any RSUs subject to the Performance Period. (c) Notwithstanding the foregoing provisions of this Section 3, if Participant incurs a Termination of Service due to the Participant’s Disability or the Participant’s death, the RSUs shall become fully vested on the date immediately upon such Termination of termination Service at the target level of target performance. (c) Upon a Change in Control, the Award shall be treated in accordance with Section 4.1 of the Plan. (d) Notwithstanding the foregoing provisions any provision of this Section 3 or any other agreement Award Agreement to the contrary between Participant and the Company or any of its Subsidiaries (the “Company and its Subsidiary” or “the Company and any of its Subsidiaries” are hereinafter referred to as “the Company” for purposes of this Section 3(d) through Section 23 of the Agreement), in the event of a Change in Control, (1) any RSUs still outstanding shall become fully vested, or (2) if Participant terminated employment with the Company within the 30 calendar days prior to the Change in Control and forfeited the RSUs, then such forfeited RSUs shall be re-issued to Participant upon the Change in Control, and shall be fully vested upon the date of such re-issuance provided that (a) Participant did not voluntarily resign prior to the effective date of the Change in Control and (b) Participant was not terminated for cause (as determined in good faith by the Board or Committee) prior to the effective date of such Change in Control. RSUs that vest pursuant to this Section 3(d) shall vest at target performance. (e) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the contrary between Participant and the Companycontrary, if Participant incurs a the Participant’s Termination of Service as a result of Retirement after the first anniversary of the Grant Dateis due to retirement, then the RSUs shall not be forfeited as a result of such Retirement retirement and shall continue remain eligible to vest upon the conclusion of the Performance Period as provided in Section 3(a), provided that the Participant does not work for as long as or provide services to any entity considered to be a competitor of the Company during any remaining portion of the Performance Period. The number of RSUs that shall remain eligible to vest upon the conclusion of the Performance Period shall be determined by multiplying the number of RSUs that would have vested but for the retirement by a fraction the numerator of which is the number of days the Participant remains Retiredwas employed during the Performance Period and the denominator of which is the total number of days in the Performance Period. For purposes of this Award Agreement, the Committee in its sole discretion shall determine (1) whether the Participant’s RSUs earned shall be prorated based on Termination of Service is due to “retirement,” and (2) whether the Participant is working for or providing services to a competitor of the Company. (e) Except as set forth in Section 3(b), Section 3(c) or Section 3(d) above, if the Participant’s retirement dateTermination of Service occurs prior to the conclusion of the Performance Period, the Participant shall forfeit all right, title and interest in and to the RSUs as of such Termination of Service.

Performance Measurement. (a) The Committee shall establish one or more performance goals for each Performance Period, which may consist of business criteria or other metrics (the “Performance Goals”). The Performance Goals are set forth on Exhibit A hereto. Upon the expiration of the Performance Period, the Committee shall have the sole discretion to determine the level of achievement of the Performance Goals and, in accordance with Exhibit A, the number of RSUs, if any, that Participant has earned. (b) Except as set forth below in Section 3(c), ) and Section 3(d), and Section 3(e), or as may otherwise be provided by the Committee, if Participant’s Termination of Service occurs prior to the expiration of the Performance Period, Participant shall forfeit all rights, title and interest in and to any RSUs subject to the Performance Period. (c) Notwithstanding the foregoing provisions of this Section 3, if Participant incurs a Termination of Service due to Disability or death, the RSUs shall become fully vested on the date of termination at the level of target performance. (d) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the contrary between Participant and the Company or any of its Subsidiaries (the “Company and its Subsidiary” or “the Company and any of its Subsidiaries” are hereinafter referred to as “the Company” for purposes of this Section 3(d) through Section 23 of the Agreement), in the event of a Change in Control, (1) any RSUs still outstanding shall become fully vested, or (2) if Participant terminated employment with the Company within the 30 calendar days prior to the Change in Control and forfeited the RSUs, then such forfeited RSUs shall be re-issued to Participant upon the Change in Control, and shall be fully vested upon the date of such re-issuance provided that (a) Participant did not voluntarily resign prior to the effective date of the Change in Control and (b) Participant was not terminated for cause (as determined in good faith by the Board or Committee) prior to the effective date of such Change in Control. RSUs that vest pursuant to this Section 3(d) shall vest at the greater of the level of target performance or actual performance. (e) Notwithstanding ; provided, however, that the foregoing provisions RSUs shall vest at the level of this Section 3 or any other agreement to the contrary between Participant and the Company, if Participant incurs a Termination of Service as a result of Retirement after target performance until the first anniversary of the Grant Date, then the RSUs shall not be forfeited as a result of such Retirement and shall continue to vest for as long as Participant remains Retired. Participant’s RSUs earned shall be prorated based on Participant’s retirement date.

Performance Measurement. (a) The RSUs are subject to forfeiture until they vest. The Committee shall establish one or more performance goals for each the Performance Period, which may consist of business criteria or other metrics at the discretion of the Committee (the “Performance Goals”). The Performance Goals are set forth on Exhibit A hereto. Except as otherwise provided herein, the RSUs will vest and become nonforfeitable on the third (3rd) anniversary of the Grant Date (the “Vesting Date”), subject to the achievement of the minimum threshold Performance Goals for payout and the Participant’s continuous service with the Company through the Vesting Date. Upon the expiration conclusion of the Performance Period, the Committee shall have the sole discretion to determine the level of achievement of the Performance Goals and, in accordance with Exhibit A, the number of RSUs, if any, that Participant has earned.vest and shall be settled pursuant to Section 4 below. For purposes of this Agreement, to the extent that an established Performance Goal is reported in the Company’s Form 10-Ks and Form 10-Qs, attainment of any such Performance Goal will be based on the Company’s reporting with respect to such Performance Goal in the Company’s Form 10-Ks and Form 10-Qs as filed with the Securities and Exchange Commission with such adjustments as are recommended by management and approved by the Committee for items that are infrequent in occurrence (b) Except as set forth below in Section 3(c), Section 3(d), and Section 3(e), or as may otherwise be provided by Notwithstanding any provision of this Award Agreement to the Committeecontrary, if Participant’s Termination of Service occurs prior to the expiration of the Performance Period, Participant shall forfeit all rights, title and interest in and to any RSUs subject to the Performance Period. (c) Notwithstanding the foregoing provisions of this Section 3, if Participant incurs a Termination of Service due to the Participant’s Disability or the Participant’s death, the RSUs shall become fully vested on the date immediately upon such Termination of termination Service at the target level of target performance. (c) Upon a Change in Control, the Award shall be treated in accordance with Section 4.1 of the Plan. (d) Notwithstanding the foregoing provisions any provision of this Section 3 or any other agreement Award Agreement to the contrary between Participant and the Company or any of its Subsidiaries (the “Company and its Subsidiary” or “the Company and any of its Subsidiaries” are hereinafter referred to as “the Company” for purposes of this Section 3(d) through Section 23 of the Agreement), in the event of a Change in Control, (1) any RSUs still outstanding shall become fully vested, or (2) if Participant terminated employment with the Company within the 30 calendar days prior to the Change in Control and forfeited the RSUs, then such forfeited RSUs shall be re-issued to Participant upon the Change in Control, and shall be fully vested upon the date of such re-issuance provided that (a) Participant did not voluntarily resign prior to the effective date of the Change in Control and (b) Participant was not terminated for cause (as determined in good faith by the Board or Committee) prior to the effective date of such Change in Control. RSUs that vest pursuant to this Section 3(d) shall vest at target performance. (e) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the contrary between Participant and the Companycontrary, if Participant incurs a the Participant’s Termination of Service as a result of Retirement after the first anniversary of the Grant Dateis due to retirement, then the RSUs shall not be forfeited as a result of such Retirement retirement and shall continue remain eligible to vest upon the conclusion of the Performance Period as provided in Section 3(a), provided that the Participant does not work for as long as or provide services to any entity considered to be a competitor of the Company during any remaining portion of the Performance Period. The number of RSUs that shall remain eligible to vest upon the conclusion of the Performance Period shall be determined by multiplying the number of RSUs that would have vested but for the retirement by a fraction the numerator of which is the number of days the Participant remains Retiredwas employed during the Performance Period and the denominator of which is the total number of days in the Performance Period. For purposes of this Award Agreement, the Committee in its sole discretion shall determine (1) whether the Participant’s RSUs earned shall be prorated based on Termination of Service is due to “retirement,” and (2) whether the Participant is working for or providing services to a competitor of the Company. (e) Except as set forth in Section 3(b), Section 3(c) or Section 3(d) above, if the Participant’s retirement dateTermination of Service occurs prior to the conclusion of the Performance Period, the Participant shall forfeit all right, title and interest in and to the RSUs as of such Termination of Service.