Common use of Termination on Divestiture Clause in Contracts

Termination on Divestiture. In the event that, prior to the three-year anniversary of the Grant Date, the Award Holder is no longer employed by the Company or an Affiliate upon and as result of the divestiture by the Company of its controlling interest in the Award Holder’s Employer, or other cessation of the Company’s control of such Employer, the Performance Period and vesting determination set forth in Sections A – D above shall be deemed revised as follows, provided that the Award Holder does not otherwise continue in Service with the Company or another Affiliate: • The Performance Period shall be deemed revised to end on the effective date of such divestiture or cessation of control (“Vesting Date”); • The Company’s Relative TSR Percentile Rank will be determined for such truncated Performance Period by the Committee in accordance with the methodology set forth above. • The Target Shares will vest or be forfeited on the Vesting Date in accordance with the table set forth below, but no Additional Shares will be issued to the Award Holder; and • If the Company’s Relative TSR Percentile Rank for the truncated Performance Period falls between the percentile levels specified in the first column of the table set forth below, the number of Target Shares that will vest on the Vesting Date shall equal the number corresponding to the percentage interpolated on a straight-line basis from the percentages specified in the second column of the table. Company’s Relative TSR Percentile Rank Total Shares to Vest on Vesting Date as Percentage of Target Shares 50th or Higher 100% 25th 50% Below 25th 0%

Termination on Divestiture. In the event that, prior to the three-year anniversary of the Grant Date, the Award Holder is no longer employed by the Company or an Affiliate upon and as result of the divestiture by the Company of its controlling interest in the Award Holder’s Employer, or other cessation of the Company’s control of such Employer, the Performance Period and vesting determination set forth in Sections A – D above shall be deemed revised as follows, provided that the Award Holder does not otherwise continue in Service with the Company or another Affiliate: • The Performance Period shall be deemed revised to end on the effective date of such divestiture or cessation of control (“Vesting Date”); • The Company’s Relative TSR Percentile Rank Operational Performance Results will be determined for such truncated Performance Period by the Committee in accordance with the methodology set forth above. • The Target Shares will vest or be forfeited on the Vesting Date in accordance with the table set forth below, but no Additional Shares will be issued to the Award Holder; and • If the Company’s Relative TSR Percentile Rank Operational Performance Results for the truncated Performance Period falls fall between the percentile levels specified in the first column of the table set forth below, the number of Target Shares that will vest on the Vesting Date shall equal the number corresponding to the percentage interpolated on a straight-line basis from the percentages specified in the second column of the table. Company’s Relative TSR Percentile Rank Operational Performance Results Total Shares RSUs to Vest on Vesting Date as Percentage of Target Shares 50th or Higher 100Target 100 % 25th 50Threshold 50 % Below 25th 0Threshold 0 %

Termination on Divestiture. In the event that, prior to the three-year anniversary of the Grant Date, the Award Holder is no longer employed by the Company or an Affiliate upon and as result of the divestiture by the Company of its controlling interest in the Award Holder’s Employer, or other cessation of the Company’s control of such Employer, the Performance Period and vesting determination set forth in Sections A – D above shall be deemed revised as follows, provided that the Award Holder does not otherwise continue in Service with the Company or another Affiliate: • The Performance Period shall be deemed revised to end on the effective date of such divestiture or cessation of control (“Vesting Date”); • The Company’s Relative TSR Percentile Rank will be determined for such truncated Performance Period by the Committee in accordance with the methodology set forth above. • The Target Shares will vest or be forfeited on the Vesting Date in accordance with the table set forth below, but no Additional Shares will be issued to the Award Holder; and • If the Company’s Relative TSR Percentile Rank for the truncated Performance Period falls between the percentile levels specified in the first column of the table set forth below, the number of Target Shares that will vest on the Vesting Date shall equal the number corresponding to the percentage interpolated on a straight-line basis from the percentages specified in the second column of the table. Company’s Relative TSR Percentile Rank Total Shares RSUs to Vest on Vesting Date as Percentage of Target Shares 50th or Higher 100100 % 25th 5050 % Below 25th 00 %

Termination on Divestiture. In the event that, prior to the three-year anniversary of the Grant Date, the Award Holder is no longer employed by the Company or an Affiliate upon and as result of the divestiture by the Company of its controlling interest in the Award Holder’s Employer, or other cessation of the Company’s control of such Employer, the Performance Period and vesting determination set forth in Sections A – D above shall be deemed revised as follows, provided that the Award Holder does not otherwise continue in Service with the Company or another Affiliate: • The Performance Period shall be deemed revised to end on the effective date of such divestiture or cessation of control (“Vesting Date”); • The Company’s Relative TSR Percentile Rank Operational Performance Results will be determined for such truncated Performance Period by the Committee in accordance with the methodology set forth above. • The Target Shares will vest or be forfeited on the Vesting Date in accordance with the table set forth below, but no Additional Shares will be issued to the Award Holder; and • If the Company’s Relative TSR Percentile Rank Operational Performance Results for the truncated Performance Period falls fall between the percentile levels specified in the first column of the table set forth below, the number of Target Shares that will vest on the Vesting Date shall equal the number corresponding to the percentage interpolated on a straight-line basis from the percentages specified in the second column of the table. Company’s Relative TSR Percentile Rank Operational Performance Results Total Shares to Vest on Vesting Date as Percentage of Target Shares 50th or Higher Target 100% 25th Threshold 50% Below 25th Threshold 0%

Termination on Divestiture. In the event that, prior to that the three-year anniversary of Restricted Stockholder’s employment is terminated before the Grant Date, the Award Holder is no longer employed by the Company or an Affiliate Vesting Date upon and as result of the sale or divestiture by the Company of its controlling interest in an affiliate that employs the Award Holder’s EmployerRestricted Stockholder, or other cessation its control of the Company’s control of such Employeraffiliate otherwise ceases, then the provisions on Vesting Date, Performance Period and vesting determination set forth in Sections Parts A – D above shall be deemed revised as follows, provided that the Award Holder does not otherwise continue in Service with the Company or another Affiliate: • The Performance Period shall be deemed revised to end on the effective date of such divestiture or cessation of control (“Vesting Date”)employment termination; • The Company’s Relative TSR Percentile Rank will be determined for such truncated Performance Period by the Committee in accordance with the methodology set forth above. , the Vesting Date shall be deemed revised to the date of such determination; • The Target Shares will vest or be forfeited on the Vesting Date in accordance with the table set forth below, but no Additional Shares will be issued to the Award HolderRestricted Stockholder; and • If the Company’s Relative TSR Percentile Rank for the truncated Performance Period falls between the percentile levels specified in the first column of the table set forth below, the February 2013 number of Target Shares that will vest on the Vesting Date shall equal the number corresponding to the percentage interpolated on a straight-line basis from the percentages specified in the second column of the table. Company’s Relative TSR Percentile Rank Total Shares to Vest on Vesting Date as Percentage of Target Shares 50th or Higher 100% 25th 50% Below 25th 0%