Common use of Performance Pro Rata Clause in Contracts

Performance Pro Rata. The Target Number of mPRSUs (as set forth in the attached Exhibit) shall be multiplied by the total number of days from the Grant Date 2011 Stock Incentive Plan Market-Based Performance Restricted Stock Unit Award Agreement for U.S. Participants until the closing date of the Change in Control divided by the number of days in the Performance Period (“Elapsed Target Shares”). The Company’s performance under the Vesting Formula (as set forth in the attached Exhibit) from the first day of the Performance Period until the closing date of the Change in Control shall be applied to the Elapsed Target Shares to determine the “performance pro rata” number of Shares.

Performance Pro Rata. The Target Number of mPRSUs (as set forth in the attached Exhibit) shall be multiplied by the total number of days from the Grant Date 2011 2007 Stock Incentive Plan Market-Based Performance Restricted Stock Unit Award Agreement for U.S. Participants until the closing date of the Change in Control divided by the number of days in the Performance Period (“Elapsed Target Shares”). The Company’s performance under the Vesting Formula (as set forth in the attached Exhibit) from the first day of the Performance Period until the closing date of the Change in Control shall be applied to the Elapsed Target Shares to determine the “performance pro rata” number of Shares.