Common use of Performance Stock Units Clause in Contracts

Performance Stock Units. The Executive’s outstanding restricted stock unit awards subject to performance-based vesting conditions (“PSU Awards”) shall be treated as follows: (a) Each PSU Award granted in 2019 (each, a “2019 PSU Award”) shall remain outstanding and shall remain eligible to vest in accordance with the terms of the applicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for each such 2019 PSU Award. (b) The shares of TMHC common stock subject to the 2020 and 2021 tranches of each PSU Award granted in 2020 (each, a “2020 PSU Award”) shall remain outstanding and shall remain eligible to be earned and vest in accordance with the terms of the applicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for each such 2020 PSU Award. For the avoidance of doubt, the Executive shall not be eligible to earn or vest in the 2022 tranche of the 2020 PSU Awards and the shares of TMHC common stock subject to such tranche shall be forfeited in their entirety as of the Retirement Date. (c) The shares of TMHC common stock subject to the 2021 tranche of the PSU Award granted in 2021 (the “2021 PSU Award”) shall remain outstanding and shall remain eligible to be earned and vest in accordance with the terms of the applicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for the 2021 PSU Award. For the avoidance of doubt, the Executive shall not be eligible to earn or vest in the 2022 or 2023 tranches of the 2021 PSU Award and the shares of TMHC common stock subject to such tranche shall be forfeited in their entirety as of the Retirement Date. (d) The Parties hereto hereby agree that, on the date the “Release of All Claims” under this Agreement becomes irrevocable and effective as provided in Section 9 of this Agreement, each Award Agreement shall be deemed amended to remove all references to and all provisions that pertain to a “Change in Control.”

Performance Stock Units. The Executive’s outstanding restricted stock unit awards subject to performance-based vesting conditions (“PSU Awards”) shall be treated as follows: (a) Each PSU Award As of the Effective Time, each ongoing performance period relating to outstanding PSUs granted under the CSC Equity Plans in fiscal years 2014 and 2015 shall be deemed completed, and any outstanding PSUs shall vest and be settled with the achievement of applicable performance measures deemed to have been satisfied at a level of (i) two hundred percent (200%) of target with respect to PSUs granted in 2019 fiscal year 2014; fifty percent (each50%) of the PSUs granted in fiscal year 2014 had previously vested, a “2019 PSU Award”and (ii) shall remain outstanding and shall remain eligible seventy percent (70%) of target with respect to PSUs granted in fiscal year 2015; twenty-five percent (25%) of the PSUs granted in fiscal year 2015 had previously vested, leaving forty-five percent (45%) of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting Computer Sciences GS RSUs, which shall vest fifty percent (50%) in May 2016 and fifty percent (50%) in May 2017, subject to the continued employment of the recipient through the applicable settlement date, and in accordance with the all other terms of the applicable award agreement as if the Executive had remained in active service as an employee original CSC Equity Plan awards, and each of the Company through time-vesting CSC RSUs and time-vesting Computer Sciences GS RSUs will receive the applicable performance period, dividend associated with such shares and will vest and be distributed at the same time as the shares underlying the corresponding time-vesting date CSC RSUs and performance certification for each such 2019 PSU Awardtime-vesting Computer Sciences GS RSUs vest and are distributed. (b) The Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a Computer Sciences GS Group Employee at the Effective Time shall be converted into a Computer Sciences GS PSU (the “Computer Sciences GS PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of shares of TMHC common stock CSC Common Stock subject to each such Adjusted CSC PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the 2020 and 2021 tranches corresponding CSC PSU immediately prior to the Effective Time divided by (B) the CSC Ratio, with any fractional share rounded down to the nearest whole share; (ii) the number of each PSU Award granted in 2020 (each, a “2020 PSU Award”) shall remain outstanding and shall remain eligible shares of Computer Sciences GS Common Stock subject to be earned and vest in accordance with the terms of the applicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for each such 2020 Computer Sciences GS PSU Award. For shall be equal to (A) the avoidance number of doubt, the Executive shall not be eligible to earn or vest in the 2022 tranche of the 2020 PSU Awards and the shares of TMHC common stock CSC Common Stock subject to such tranche shall be forfeited in their entirety as of the Retirement Datecorresponding PSU immediately prior to the Effective Time divided by (B) the Computer Sciences GS Ratio, with any fractional share rounded down to the nearest whole share. (c) The shares As of TMHC common stock subject the Effective Time, the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSC Group Employee shall be adjusted pursuant to the 2021 tranche CSC Equity Plans to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the PSU Award Board, in its sole discretion; the performance measures applicable to each outstanding PSUs granted in 2021 (fiscal year 2016 held by a Computer Sciences GS Group Employee shall be adjusted pursuant to the “2021 PSU Award”) shall remain outstanding and shall remain eligible Computer Sciences GS Equity Plan to be earned and vest in accordance with provide for new performance criteria following the terms Distribution Date, as determined by the compensation committee of the applicable award agreement as if the Executive had remained Computer Sciences GS Board, in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for the 2021 PSU Award. For the avoidance of doubt, the Executive shall not be eligible to earn or vest in the 2022 or 2023 tranches of the 2021 PSU Award and the shares of TMHC common stock subject to such tranche shall be forfeited in their entirety as of the Retirement Dateits sole discretion. (d) The Parties hereto hereby agree that, on the date the “Release of All Claims” under this Agreement becomes irrevocable and effective as provided in Section 9 of this Agreement, each Award Agreement shall be deemed amended to remove all references to and all provisions that pertain to a “Change in Control.”

Performance Stock Units. The Executive’s outstanding restricted stock unit awards subject to performance-based vesting conditions (“PSU Awards”) shall be treated as follows: (a) Each PSU Award As of the Effective Time, each ongoing performance period relating to outstanding PSUs granted under the CSC Equity Plans in fiscal years 2014 and 2015 shall be deemed completed, and any outstanding PSUs shall vest and be settled with the achievement of applicable performance measures deemed to have been satisfied at a level of (i) two hundred percent (200%) of target with respect to PSUs granted in 2019 fiscal year 2014; fifty percent (each50%) of the PSUs granted in fiscal year 2014 had previously vested, a “2019 PSU Award”and (ii) shall remain outstanding and shall remain eligible seventy percent (70%) of target with respect to PSUs granted in fiscal year 2015; twenty-five percent (25%) of the PSUs granted in fiscal year 2015 had previously vested, leaving forty-five percent (45%) of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting CSRA RSUs, which shall vest fifty percent (50%) in May 2016 and fifty percent (50%) in May 2017, subject to the continued employment of the recipient through the applicable settlement date, and in accordance with the all other terms of the applicable award agreement as if the Executive had remained in active service as an employee original CSC Equity Plan awards, and each of the Company through time-vesting CSC RSUs and time-vesting CSRA RSUs will receive the applicable performance period, dividend associated with such shares and will vest and be distributed at the same time as the shares underlying the corresponding time-vesting date CSC RSUs and performance certification for each such 2019 PSU Awardtime-vesting CSRA RSUs vest and are distributed. (b) The Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a CSRA Group Employee at the Effective Time shall be converted into a CSRA PSU (the “CSRA PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of shares of TMHC common stock CSC Common Stock subject to each such Adjusted CSC PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the 2020 and 2021 tranches corresponding CSC PSU immediately prior to the Effective Time divided by (B) the CSC Ratio, with any fractional share rounded down to the nearest whole share; (ii) the number of each PSU Award granted in 2020 (each, a “2020 PSU Award”) shall remain outstanding and shall remain eligible shares of CSRA Common Stock subject to be earned and vest in accordance with the terms of the applicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for each such 2020 CSRA PSU Award. For shall be equal to (A) the avoidance number of doubt, the Executive shall not be eligible to earn or vest in the 2022 tranche of the 2020 PSU Awards and the shares of TMHC common stock CSC Common Stock subject to such tranche shall be forfeited in their entirety as of the Retirement Datecorresponding PSU immediately prior to the Effective Time divided by (B) the CSRA Ratio, with any fractional share rounded down to the nearest whole share. (c) The shares As of TMHC common stock subject the Effective Time, the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSC Group Employee shall be adjusted pursuant to the 2021 tranche CSC Equity Plans to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the PSU Award Board, in its sole discretion; the performance measures applicable to each outstanding PSUs granted in 2021 (fiscal year 2016 held by a CSRA Group Employee shall be adjusted pursuant to the “2021 PSU Award”) shall remain outstanding and shall remain eligible CSRA Equity Plan to be earned and vest in accordance with provide for new performance criteria following the terms Distribution Date, as determined by the compensation committee of the applicable award agreement as if the Executive had remained CSRA Board, in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for the 2021 PSU Award. For the avoidance of doubt, the Executive shall not be eligible to earn or vest in the 2022 or 2023 tranches of the 2021 PSU Award and the shares of TMHC common stock subject to such tranche shall be forfeited in their entirety as of the Retirement Dateits sole discretion. (d) The Parties hereto hereby agree that, on the date the “Release of All Claims” under this Agreement becomes irrevocable and effective as provided in Section 9 of this Agreement, each Award Agreement shall be deemed amended to remove all references to and all provisions that pertain to a “Change in Control.”

Performance Stock Units. The Executive’s outstanding restricted stock unit awards subject to performance-based vesting conditions (“PSU Awards”) shall be treated as follows: (a) Each PSU Award As of the Effective Time, each ongoing performance period relating to outstanding PSUs granted under the CSC Equity Plans in fiscal years 2014 and 2015 shall be deemed completed, and any outstanding PSUs shall vest and be settled with the achievement of applicable performance measures deemed to have been satisfied at a level of (i) 200% of target with respect to PSUs granted in 2019 fiscal year 2014; 50% of the PSUs granted in fiscal year 2014 had previously vested, and (eachii) 70% of target with respect to PSUs granted in fiscal year 2015; 25% of the PSUs granted in fiscal year 2015 had previously vested, a “2019 PSU Award”) shall remain outstanding and shall remain eligible leaving 45% of the award to vest immediately prior to the Effective Time. The remaining unvested 30% of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting Computer Sciences GS RSUs, which shall vest 50% in May 2016 and 50% in May 2017, subject to the continued employment of the recipient through the applicable settlement date, and in accordance with the all other terms of the applicable award agreement as if the Executive had remained in active service as an employee original CSC Equity Plan awards, and each of the Company through time-vesting CSC RSUs and time-vesting Computer Sciences GS RSUs will receive the applicable performance period, dividend associated with such shares and will vest and be distributed at the same time as the shares underlying the corresponding time-vesting date CSC RSUs and performance certification for each such 2019 PSU Awardtime-vesting Computer Sciences GS RSUs vest and are distributed. (b) The Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a Computer Sciences GS Group Employee at the Effective Time shall be converted into a Computer Sciences GS PSU (the “Computer Sciences GS PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of shares of TMHC common stock CSC Common Stock subject to each such Adjusted CSC PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the 2020 and 2021 tranches corresponding CSC PSU immediately prior to the Effective Time divided by (B) the CSC Ratio, with any fractional share rounded down to the nearest whole share; (ii) the number of each PSU Award granted in 2020 (each, a “2020 PSU Award”) shall remain outstanding and shall remain eligible shares of Computer Sciences GS Common Stock subject to be earned and vest in accordance with the terms of the applicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for each such 2020 Computer Sciences GS PSU Award. For shall be equal to (A) the avoidance number of doubt, the Executive shall not be eligible to earn or vest in the 2022 tranche of the 2020 PSU Awards and the shares of TMHC common stock CSC Common Stock subject to such tranche shall be forfeited in their entirety as of the Retirement Datecorresponding PSU immediately prior to the Effective Time divided by (B) the Computer Sciences GS Ratio, with any fractional share rounded down to the nearest whole share. (c) The shares As of TMHC common stock subject the Effective Time, the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSC Group Employee shall be adjusted pursuant to the 2021 tranche CSC Equity Plans to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the PSU Award Board, in its sole discretion; the performance measures applicable to each outstanding PSUs granted in 2021 (fiscal year 2016 held by a Computer Sciences GS Group Employee shall be adjusted pursuant to the “2021 PSU Award”) shall remain outstanding and shall remain eligible Computer Sciences GS Equity Plan to be earned and vest in accordance with provide for new performance criteria following the terms Distribution Date, as determined by the compensation committee of the applicable award agreement as if the Executive had remained Computer Sciences GS Board, in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for the 2021 PSU Award. For the avoidance of doubt, the Executive shall not be eligible to earn or vest in the 2022 or 2023 tranches of the 2021 PSU Award and the shares of TMHC common stock subject to such tranche shall be forfeited in their entirety as of the Retirement Dateits sole discretion. (d) The Parties hereto hereby agree that, on the date the “Release of All Claims” under this Agreement becomes irrevocable and effective as provided in Section 9 of this Agreement, each Award Agreement shall be deemed amended to remove all references to and all provisions that pertain to a “Change in Control.”

Performance Stock Units. The Executive’s outstanding restricted Executive currently holds awards in respect of an aggregate of 24,648 performance stock unit awards subject units (assuming that performance were to be achieved at target levels of performance). The Company agrees to take such steps as are necessary such that (i) the Pro-based vesting conditions Rated Portion (“PSU Awards”as defined below) shall be treated as follows: (a) Each PSU Award granted in 2019 (each, a “2019 PSU Award”) of such performance stock units shall remain outstanding and shall remain until the date on which such awards would otherwise be eligible to vest vest, had the Executive continued to be employed (the “PSU Vesting Date”), (ii) as of the PSU Vesting Date, the Executive shall become vested in the number of performance stock units that would have vested had the Executive's employment continued until the PSU Vesting Date times a fraction (the “Pro-Ration Fraction”), the numerator of which is the number of days in the applicable performance period through the Separation Date and the denominator of which is the total number of days in such performance period, and (iii) any such vested performance stock units shall be settled in shares of common stock of the Company in accordance with the terms governing those awards and not later than the date on which performance stock units in respect of the applicable award agreement as if the Executive had remained in active service as an employee same performance period held by continuing employees are settled, which is scheduled to be March 21 of the Company through year following the end of the applicable performance period. The Pro-Rated Portion shall mean the sum of the products of (i) the number of performance share units outstanding on the Separation Date (which, vesting date and performance certification for purposes of this calculation, shall be stated assuming target levels of performance) in respect of each such 2019 PSU Award. (b) The shares of TMHC common stock subject separate award made to the 2020 and 2021 tranches Executive times (ii) the Pro-Ration Fraction applicable to such award. All of each Executive's performance stock units which are in excess of the Pro-Rated Portion shall be forfeited at the Separation Date. Any performance stock units included in the Pro-Rated Portion that do not vest at the applicable PSU Award granted in 2020 Vesting Date (each, a “2020 PSU Award”because performance during the applicable performance period is below target) shall remain outstanding and shall remain eligible be forfeited on the PSU Vesting Date. If performance during an applicable performance period exceeds target, the number of shares payable in respect to be earned and vest the Pro-Rated Portion would exceed the number of shares payable at target performance, as determined in accordance with the otherwise applicable terms of the applicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for each such 2020 PSU Award. For the avoidance of doubt, the Executive shall not be eligible to earn or vest in the 2022 tranche of the 2020 PSU Awards and the shares of TMHC common stock subject to such tranche shall be forfeited in their entirety as of the Retirement Dateawards. (c) The shares of TMHC common stock subject to the 2021 tranche of the PSU Award granted in 2021 (the “2021 PSU Award”) shall remain outstanding and shall remain eligible to be earned and vest in accordance with the terms of the applicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for the 2021 PSU Award. For the avoidance of doubt, the Executive shall not be eligible to earn or vest in the 2022 or 2023 tranches of the 2021 PSU Award and the shares of TMHC common stock subject to such tranche shall be forfeited in their entirety as of the Retirement Date. (d) The Parties hereto hereby agree that, on the date the “Release of All Claims” under this Agreement becomes irrevocable and effective as provided in Section 9 of this Agreement, each Award Agreement shall be deemed amended to remove all references to and all provisions that pertain to a “Change in Control.”