Common use of Scoring Clause in Contracts

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a three-year performance period, consisting of the Company’s fiscal years 2016, 2017 and 2018 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 4, 2016, but would include the dividend paid on January 2, 2019), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3 (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average score for the Company under the Xxxxxxxx American Inc. Annual Incentive Award Program (such program, and any successor plan or program thereto, “AIAP”) for fiscal years 2016, 2017 and 2018; provided, however, that such three-year average score shall in no event be greater than 150%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 4, 2016], or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” shall be equal to the product of (i) the Target Number and (ii) the average of the following: (x) the score for the Company under the AIAP for each fiscal year of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of Control.

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a three-year performance period, consisting of the Company’s fiscal years 20162010, 2017 2011 and 2018 2012 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 10.80 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 4, 20162010, but would include the dividend paid on January 2, 20192013), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average score for the Company under the Xxxxxxxx American Inc. Annual Incentive Award Program (such program, and any successor plan or program thereto, “AIAP”) for fiscal years 20162010, 2017 2011 and 20182012; provided, however, that such three-year average score shall in no event be greater than 150%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 42, 2016]2010, or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” Number shall be equal to the product of (i) the Target Number and (ii) the average of the following: (x) the score for the Company under the AIAP for each fiscal year of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of ControlControl (the “Change of Control Earned Number”).

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a threeone-year performance period, consisting of the Company’s fiscal years 2016twelve-month period beginning May 1, 2017 2014 and 2018 ending April 30, 2015 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 2.68 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 4, 2016, but would shall include the dividend paid on each of July 1, 2014, October 1, 2014, January 2, 20192015 and April 1, 2015), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average achievement score for the Company under Performance Period (the Xxxxxxxx American Inc. Annual Incentive Award Program (such program“LTI Achievement Score”) determined by the Committee guided by its consideration of the overall performance of RAI and its operating companies during the Performance Period against the 2014 annual incentive award program metrics, the Grantee’s progress on her succession planning goals, and any successor plan or program thereto, “AIAP”) for fiscal years 2016, 2017 and 2018such other performance factors as the Committee chooses to consider; provided, however, that such three-year average score percentage shall in no event be greater than 150%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 4April 16, 2016]2014, or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” Number shall be equal to the product of (i) the Target Number and (ii) the average of LTI Achievement Score determined by the following: (x) the score Committee for the Company under the AIAP for each fiscal year portion of the Performance Period ending prior to the date of such Change of Control, and Control (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such “Change of ControlControl Earned Number”).

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a three-year performance period, consisting of the Company’s fiscal years 2016, 2017 and 2018 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 4, 2016, but would include the dividend paid on January 2, 2019), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average score for the Company under the Xxxxxxxx Rxxxxxxx American Inc. Annual Incentive Award Program (such program, and any successor plan or program thereto, “AIAP”) for fiscal years 2016, 2017 and 2018; provided, however, that such three-year average score shall in no event be greater than 150%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 4, 2016], or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” shall be equal to the product of (i) the Target Number and (ii) the average of the following: (x) the score for the Company under the AIAP for each fiscal year of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of Control.

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a three-year performance period, consisting of the Company’s fiscal years 20162013, 2017 2014 and 2018 2015 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 7.08 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 42, 20162013, but would include the dividend paid on January 24, 20192016), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average score for the Company under the Xxxxxxxx American Inc. Annual Incentive Award Program (such program, and any successor plan or program thereto, “AIAP”) for fiscal years 20162013, 2017 2014 and 20182015; provided, however, that such three-year average score shall in no event be greater than 150%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 47, 2016]2013, or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” Number shall be equal to the product of (i) the Target Number and (ii) the average of the following: (x) the score for the Company under the AIAP for each fiscal year of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of ControlControl (the “Change of Control Earned Number”).

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a three-year performance period, consisting of the Company’s fiscal years 20162015, 2016 and 2017 and 2018 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 8.04 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 42, 20162015, but would include the dividend paid on January 2, 20192018), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average score for the Company under the Xxxxxxxx American Inc. Annual Incentive Award Program (such program, and any successor plan or program thereto, “AIAP”) for fiscal years 20162015, 2017 2016 and 20182017; provided, however, that such three-year average score shall in no event be greater than 150%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 45, 2016]2015, or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” Number shall be equal to the product of (i) the Target Number and (ii) the average of the following: (x) the score for the Company under the AIAP for each fiscal year of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of ControlControl (the “Change of Control Earned Number”).

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a three-year performance period, consisting of the Company’s fiscal years 20162017, 2017 2018 and 2018 2019 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 [ ]1 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 43, 20162017, but would include the dividend paid on January 2, 20192020), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. 1 Amount to equal 12 times the per share quarterly dividend in effect as of the Date of Grant. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average score for the Company under the Xxxxxxxx American Inc. Annual Incentive Award Program (such program, and any successor plan or program theretothereto as it relates to Xxxxxxxx American Inc. or any successor or parent thereof, and as adopted with respect to each fiscal year, the “AIAP”) for fiscal years 20162017, 2017 2018 and 20182019; provided, however, that (i) such three-year average score shall in no event be greater than 150%; and provided, further, that (ii) the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 42, 2016]2017, or otherwise contained in the Plan, and (iii) the AIAP for each fiscal year during the Performance Period shall (A) score actual performance using a 0%-200% scale and (B) include objective performance metrics and scoring relative to such performance metrics that will result in substantially comparable opportunities to achieve scores across the entire 0%-200% scale as exist in respect of the performance metrics and scoring relative to such performance metrics under the AIAP as established by the Company on the Date of Grant. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” shall be equal to the product of (i) the Target Number and (ii) the average of the following: (x) the score for the Company under the AIAP for each fiscal year of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of Control.

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a three-year performance period, consisting of the Company’s fiscal years 20162009, 2017 2010 and 2018 2011 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 10.20 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 42, 20162009, but would include the dividend paid on January 2, 20192012), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average score for the Company under the Xxxxxxxx American Inc. Annual Incentive Award Program Plan (such programplan, and any successor plan or program thereto, “AIAP”) for fiscal years 20162009, 2017 2010 and 20182011; provided, however, that such three-year average score shall in no event be greater than 150%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 43, 2016]2009, or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” Number shall be equal to the product of (i) the Target Number and (ii) the average of the following: (x) the score for the Company under the AIAP for each fiscal year of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of ControlControl (the “Change of Control Earned Number”).

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a three-year performance period, consisting of the Company’s fiscal years 20162012, 2017 2013 and 2018 2014 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 6.72 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 43, 20162012, but would include the dividend paid on January 2, 20192015), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average score for the Company under the Xxxxxxxx American Inc. Annual Incentive Award Program (such program, and any successor plan or program thereto, “AIAP”) for fiscal years 20162012, 2017 2013 and 20182014; provided, however, that such three-year average score shall in no event be greater than 150%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 42, 2016]2012, or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” Number shall be equal to the product of (i) the Target Number and (ii) the average of the following: (x) the score for the Company under the AIAP for each fiscal year of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of ControlControl (the “Change of Control Earned Number”).

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a threeone-year performance period, consisting of the Company’s fiscal years 2016twelve-month period beginning May 1, 2017 2015 and 2018 ending April 30, 2016 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 2.68 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 4, 2016, but would shall include the dividend paid on each of July 1, 2015, October 1, 2015, January 2, 20192016 and April 1, 2016), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average achievement score for the Company under Performance Period (the Xxxxxxxx American Inc. Annual Incentive Award Program (such program“LTI Achievement Score”) determined by the Committee guided by its consideration of the overall performance of RAI and its operating companies during the Performance Period against the 2015 annual incentive award program metrics, the Grantee’s progress on her succession planning goals, and any successor plan or program thereto, “AIAP”) for fiscal years 2016, 2017 and 2018such other performance factors as the Committee chooses to consider; provided, however, that such three-year average score percentage shall in no event be greater than 150200%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 4May 7, 2016]2015, or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” Number shall be equal to the product of (i) the Target Number and (ii) the average of LTI Achievement Score determined by the following: (x) the score Committee for the Company under the AIAP for each fiscal year portion of the Performance Period ending prior to the date of such Change of Control, and Control (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such “Change of ControlControl Earned Number”).

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a threeone-year performance period, consisting of the Company’s fiscal years 2016twelve-month period beginning May 1, 2016 and ending April 30, 2017 and 2018 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 1.68 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 4, 2016, but would shall include the dividend paid on each of July 1, 2016, October 1, 2016, January 2, 20192017 and April 1, 2017), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average achievement score for the Company under Performance Period (the Xxxxxxxx American Inc. Annual Incentive Award Program (such program“LTI Achievement Score”) determined by the Committee guided by its consideration of the overall performance of RAI and its operating companies during the Performance Period against the 2016 annual incentive award program metrics, the Grantee’s progress on her succession planning goals, and any successor plan or program thereto, “AIAP”) for fiscal years 2016, 2017 and 2018such other performance factors as the Committee chooses to consider; provided, however, that such three-year average score percentage shall in no event be greater than 150200%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 4May 5, 2016], or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” shall be equal to the product of (i) the Target Number and (ii) the average of LTI Achievement Score determined by the following: (x) the score Committee for the Company under the AIAP for each fiscal year portion of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of Control.

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a three-year performance period, consisting of the Company’s fiscal years 20162011, 2017 2012 and 2018 2013 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 6.36 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 43, 20162011, but would include the dividend paid on January 2, 20192014), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average score for the Company under the Xxxxxxxx American Inc. Annual Incentive Award Program (such program, and any successor plan or program thereto, “AIAP”) for fiscal years 20162011, 2017 2012 and 20182013; provided, however, that such three-year average score shall in no event be greater than 150%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 416, 2016]2011, or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” Number shall be equal to the product of (i) the Target Number and (ii) the average of the following: (x) the score for the Company under the AIAP for each fiscal year of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of ControlControl (the “Change of Control Earned Number”).

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a threetwenty-year seven (27) month performance period, consisting of the Company’s fiscal years 2016period beginning October 1, 2017 2014 and 2018 ending December 31, 2016 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 6.03 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 4October 1, 20162014, but would include the dividend paid on January 23, 20192017), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average score for the Company under the Xxxxxxxx American Inc. Annual Incentive Award Program (such program, and any successor plan or program thereto, “AIAP”) for fiscal years 2014, 2015 and 2016, 2017 and 2018; provided, however, that such three-year average score shall in no event be greater than 150%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 4August 18, 2016]2014, or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” Number shall be equal to the product of (i) the Target Number and (ii) the average of the following: (x) the score for the Company under the AIAP for each fiscal year of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of ControlControl (the “Change of Control Earned Number”).

Scoring. (a) Subject to the terms and conditions of this Agreement, the Performance Shares shall have a three-year performance period, consisting of the Company’s fiscal years 20162014, 2017 2015 and 2018 2016 (the “Performance Period”), after which the number of Performance Shares earned (the “Earned Number”) will be determined as provided below, and when vested, will be paid in Shares. (b) If the Company fails to pay to its shareholders cumulative dividends of at least $5.04 8.04 per Share (the “Dividend Threshold”) for the Performance Period (which would exclude the dividend paid on January 42, 20162014, but would include the dividend paid on January 23, 20192017), then the Target Number shall be reduced by an amount equal to three times the percentage of the dividend underpayment for the Performance Period, up to a maximum Target Number reduction of 50% (the “Revised Target Number”), provided that, if the Performance Shares are Assumed in connection with a Change of Control, the Dividend Threshold (and the reduction under this sentence based on the Dividend Threshold) shall not apply. NAI-1502143967v3. (c) At the end of the Performance Period, after determining if the Dividend Threshold has been met, the Earned Number shall be determined by multiplying the Target Number, or Revised Target Number if the Dividend Threshold has not been met, by the average score for the Company under the Xxxxxxxx American Inc. Annual Incentive Award Program (such program, and any successor plan or program thereto, “AIAP”) for fiscal years 2014, 2015 and 2016, 2017 and 2018; provided, however, that such three-year average score shall in no event be greater than 150%; and provided, further, that the value of the Earned Number of Performance Shares that vest as provided in Section 4 of this Agreement, and are paid as provided in Section 5 of this Agreement, shall not exceed any maximum limits set by the Board of Directors pursuant to its resolutions adopted on [February 47, 2016]2014, or otherwise contained in the Plan. (d) Notwithstanding anything in Section 3 of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the “Change of Control Earned Number” Number shall be equal to the product of (i) the Target Number and (ii) the average of the following: (x) the score for the Company under the AIAP for each fiscal year of the Performance Period ending prior to the date of such Change of Control, and (y) a score of 100% for each fiscal year of the Performance Period ending after the date of such Change of ControlControl (the “Change of Control Earned Number”).