Common use of Performance Share Grant Clause in Contracts

Performance Share Grant. On the Effective Time, the Executive will be entitled to a special one-time grant of performance shares (“PSs”) pursuant to the Parent’s December 2007 Amendment and Restatement of the 2004 Performance Incentive Plan (the “PIP”) pursuant to which the Executive will be eligible to receive a number of shares of Parent common stock (each, a “Parent Share”), subject to, and based upon, the achievement of the relevant performance goals which shall be established on an annual basis for each of the three years in the applicable vesting period, and which shall be set forth on the Grant Date (as defined below) in an award agreement. The aggregate number of Parent Shares deliverable upon achievement of threshold, target and maximum performance shall be determined as of the Grant Date and shall have an aggregate value on such date equal to: (i) Threshold Value: 50% of Base Salary; (ii) Target Value: 100% of Base Salary; (iii) Maximum Value: 200% of Base Salary plus 50% of the value of the August Options (determined by multiplying the number of shares of Company Class A common stock subject to such Options immediately prior to the conversion pursuant to the Merger Agreement by the excess of the Option Value (as defined below) over the exercise price per share of such Options (immediately prior to the conversion pursuant to the Merger Agreement)). For the purposes of this Agreement, the “Option Value” shall mean the “Class A Merger Consideration” with the “Class A Stock Consideration” (each as defined in the Merger Agreement) deemed to equal the product of the “Class A Exchange Ratio” (as defined in the Merger Agreement) times the closing price per Parent Share as reported in The Wall Street Journal in the New York Stock Exchange Composite Transactions as of immediately prior to the Effective Time. For purposes of the foregoing, the fair market value of a Parent Share shall be deemed to be the closing price as reported in The Wall Street Journal in the New York Stock Exchange Composite Transactions on the date that the PSs are granted (such date, the “Grant Date”). Such award of PSs shall constitute a promise to deliver (or cause to be delivered) to the Executive, subject to the terms of this Agreement, the PIP and the PS award agreement pursuant to which it is granted, a number of Parent Shares based on the foregoing schedule as soon as reasonably practicable following vesting (the date of vesting, the “Vesting Date”). The Vesting Date will be the third anniversary of the Effective Time, subject to achievement of the relevant performance goals set forth in the PS award agreement. All terms and conditions with respect to the PSs shall be governed by the PIP and the PS award agreement pursuant to which such PSs are granted, which shall be consistent in all respects with this Section 3(d). Such award agreement shall be substantially in the form attached as Exhibit B hereto.