Common use of Performance Options Clause in Contracts

Performance Options. (A) Notwithstanding Section 3(b) and 3(d)(i), (x) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expired, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following the end of such year and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occurs during the twelve (12) months following such termination of Employment, then the Performance Options shall vest and become exercisable as to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events. (B) Notwithstanding Section 3(b) and 3(d)(i), in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, (x) if the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following such calendar year and (y) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of full calendar years that have lapsed since the Date of Grant and the denominator of which is seven (7).

Performance Options. Except as otherwise provided in this Agreement, the remaining 50% of the Initial Value Options and the remaining 50% of the Premium Options (Asuch remaining Initial Value Options and Premium Options, the "Performance Options") Notwithstanding Section 3(b) and 3(d)(i), (x) in shall become exercisable based on the event that (a) the Participant’s Employment is terminated (1) by financial performance of the Company without Cause or (2) by and the Participant with Good Reason and (b) Subsidiaries during the annual performance targets are achieved with respect period from the Grant Date to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expiredTarget Date as follows. Except as otherwise provided in this Agreement, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement Applicable Portion of such annual performance targets as if the Participant’s Employment continued through the February 15 following the end of such year and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occurs during the twelve (12) months following such termination of Employment, then the Performance Options shall vest and become exercisable as of the Target Date, if and only if (i) the Company shall have achieved at least the Minimum EBITDA Target as of such Target Date and (ii) the Grantee shall have been continuously employed by the Company or one of the Subsidiaries from the Grant Date until the Target Date; provided that, if the Grantee's employment is sooner terminated by reason of a Special Termination, then a proportionate share of the Applicable Portion of the Performance Options (such proportionate share to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events. (B) Notwithstanding Section 3(b) and 3(d)(i), in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, be determined by multiplying (x) the Applicable Portion, if any, determined as of the annual performance targets are achieved with respect last day of the calendar quarter ending prior to the Operating Performance Option date of the Special Termination for which the year applicable financial information is available, on the basis of the cumulative EBITDA achieved as of such termination of Employmentdate, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following such calendar year and by (y) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number product of Shares equal to (A) the number of Shares subject to the Exit Performance Option Options multiplied by (B) a fraction (not to exceed one)fraction, the numerator of which is equal to the number of full calendar years that have lapsed since days in the period commencing on the Grant Date and ending on the date of Grant the Special Termination and the denominator of which is seven equal to 1,095) shall become exercisable as of the date of such Special Termination. In the event of the acceleration of the exercisability of any Performance Options by reason of a Special Termination of the Grantee's employment prior to the Target Date, one-half of such accelerated Performance Options shall be Initial Value Options and the remaining one-half of such accelerated Performance Options shall be Premium Options. Notwithstanding the foregoing provisions of this paragraph (7b), subject to the continuous employment of the Grantee with the Company or one of the Subsidiaries, Performance Options shall become exercisable nine years following the Grant Date, regardless of whether the EBITDA Target has been achieved.

Performance Options. (A) Notwithstanding Section 3(b) Except as otherwise provided in this Agreement and 3(d)(i), (x) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expired, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon continuous employment of the achievement of such annual performance targets as if Grantee with Holding, the Participant’s Employment continued through Company, or any Subsidiary until the February 15 following the end of such year and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occurs during the twelve (12) months following such termination of Employmentapplicable vesting date, then the Performance Options shall vest and become exercisable vested as to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events.follows: (Bi) Notwithstanding Section 3(b) and 3(d)(i), in one-third of the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, (x) if the annual performance targets are achieved with respect to the Operating total number of Performance Option for the year of such termination of Employment, the Operating Performance Option Options granted hereunder shall become vested on each of the first three anniversaries of the Grant Date, provided in each such case that actual EBITDA achieved by Holding and exercisable its consolidated Subsidiaries during the immediately preceding Fiscal Year equals or exceeds the Annual EBITDA Target for such Fiscal Year; (ii) if less than one-third of the total number of Performance Options granted hereunder shall have become vested on any of the first three anniversaries of the Grant Date in accordance with respect to the Shares subject to preceding clause (i), such portion that has not become so vested shall become vested on the Operating Performance Option second or third anniversary, as applicable, of the Grant Date; provided in each such case that would have vested the actual aggregate EBITDA achieved by Holding, the Company and become exercisable upon the achievement of such annual performance targets as if Subsidiaries during the Participant’s Employment continued period from January 1, 2003 through the February 15 following end of the Fiscal Year immediately preceding such calendar year anniversary equals or exceeds the Cumulative EBITDA Target for such period; and (iii) any Performance Options that do not become vested in accordance with the preceding clauses (i) or (ii) shall become vested on the ninth anniversary of the Grant Date. The Board shall determine in good faith whether and (y) the Exit Performance Option extent to which Holding, the Company and the Subsidiaries have achieved the Annual EBITDA Targets and the determination of the Board shall be deemed to be vested final, binding and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of full calendar years that have lapsed since the Date of Grant and the denominator of which is seven (7)conclusive.

Performance Options. (A) Notwithstanding Section 3(b) and 3(d)(i), (x) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expired, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following the end of such year and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occurs during the twelve (12) months following such termination of Employment, then the Performance Options shall vest and become exercisable as to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events. Notwithstanding Section 3(b) and 3(d)(i), (x) in the event that (a) the Participant’s Employment is terminated (A) by the Company without Cause or (B) by the Participant with Good Reason and (b) the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expired, (1) the Operating Performance Option shall become vested and exercisable with respect to (a) the Shares subject to the Operating Performance Option that were eligible to vest and become exercisable for the calendar year of such termination of Employment and (b) the Shares subject to the Operating Performance Option that were eligible to vest and become exercisable in the year following such termination of Employment and (2) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of calendar years that have lapsed since the Date of Grant plus two (2) and the denominator of which is seven (7) and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occur during the twenty-four (24) months following such termination of Employment, then the Performance Options shall vest and become exercisable as to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events. (B) Notwithstanding Section 3(b) and 3(d)(i), in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, (x) if the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following such calendar year and (y) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of full calendar years that have lapsed since the Date of Grant and the denominator of which is seven (7).

Performance Options. Except as otherwise provided in this Agreement, no portion of any Performance Options shall vest or become exercisable (Ai) Notwithstanding Section 3(bunless and until the Company shall have achieved the EBITDA Target and (ii) and 3(d)(i), (x) in unless the event that (a) the Participant’s Employment is terminated (1) Grantee shall have been continuously employed by the Company without Cause or (2) by one of the Participant with Good Reason Subsidiaries from the Grant Date until the date as of which the EBITDA Target is achieved; provided that, upon the Service Termination Date, a proportionate share of any Performance Options that have not vested and (b) the annual performance targets are achieved with respect become exercisable on or prior to the Operating Performance Option for the year Service Termination Date shall vest and become exercisable as of such termination date. Such proportionate share of Employment, to the extent not previously cancelled or expired, the Operating Performance Option Options that shall become vested and exercisable shall equal the product of (i) the percentage obtained by dividing (x) the cumulative EBITDA achieved by the Company as of the last day of the calendar quarter ending coincident with respect or immediately prior to the Service Termination Date by (y) the EBITDA Target, multiplied by (ii) the total number of Shares subject to the Operating Performance Option Options. Any Performance Options held by the Grantee as of the Service Termination Date that would have not become vested and become exercisable upon on or prior to such date in accordance with this Section 3(b) shall terminate and be canceled immediately on such date. Notwithstanding the achievement foregoing provisions of such annual performance targets as if this paragraph (b), subject to the Participant’s Employment continued through continuous employment of the February 15 following the end of such year and (y) in the event that (a) the Participant’s Employment is terminated (1) by Grantee with the Company without Cause or (2) by one of the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occurs during the twelve (12) months following such termination of EmploymentSubsidiaries, then the Performance Options shall vest and become exercisable as nine years and six months following the Grant Date, regardless of whether the EBITDA Target has been achieved." 4. Amendment to Section 4(b). Section 4(b) is hereby amended by deleting the Shares that would have vested text thereof in its entirety and become exercisable had inserting in lieu thereof the Participant remained employed through such Liquidity Events. (B) Notwithstanding Section 3(b) and 3(d)(i), in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, (x) if the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following such calendar year and (y) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of full calendar years that have lapsed since the Date of Grant and the denominator of which is seven (7).following: