Common use of Terms and Conditions of Vesting Clause in Contracts

Terms and Conditions of Vesting. (a) If the Adjusted Non-GAAP EBITDA (as defined below) Performance Goal is achieved for a Performance Measurement Period (as described in the table above), the applicable portion of Units shall vest on the relevant Vesting Date. (b) If the Performance Goal for the first Performance Measurement Period, fiscal year , is not achieved, the Units and the Performance Goal will carry forward and the Units will vest if the Performance Goal is achieved during any four consecutive fiscal quarters, provided that the cumulative Adjusted Non-GAAP EBITDA for such four consecutive fiscal quarters is at least $ million with respect to the Threshold Performance Measure and at least $ million with respect to the Target Performance Measure. Any unvested Units for the first Performance Measurement Period will not expire until all unvested Units for the Award expire as provided in paragraph 2.2(f). (c) If the Threshold Performance Measure is achieved on the relevant Vesting Date, 50% of the eligible Units shall vest on the relevant Vesting Date. If the applicable Target Performance Measure is achieved on the relevant Vesting Date, the other 50% of the eligible Units shall vest on the relevant Vesting Date. (d) If the Threshold Performance Measure is achieved on the relevant Vesting Date, but the Target Performance is not achieved, 50% of the eligible Units shall vest on the relevant Vesting Date. The remaining 50% of Units associated with the Target Performance Measure shall carry forward to subsequent quarters until either the Target Performance Measure (i) is achieved, and then all Units carried forward related to the Target Performance measure shall vest on the relevant Vesting Date, or (ii) is not achieved, and the Award has expired. (e) If the Threshold Performance Measure is not achieved on the relevant Vesting Date, no portion of the Units shall vest on the relevant Vesting Date. Any unvested Units shall carry forward to subsequent quarters until either the Threshold Performance Measure or Target Performance Measure (i) is achieved, and then all Units carried forward related to these measures shall vest on the relevant Vesting Date, or (ii) is not achieved, and the Award has expired. (f) All Units and all Units carried forward related to applicable Performance Goals shall, subject to achievement of such goals, vest on the relevant Vesting Date and any remaining unvested Units as of the Performance Measurement Period ending date (i.e., , ) shall expire the earlier of (i) the day following the date on which the Company files its Form 10-K for fiscal year , or (ii) the day following the last day of the first quarter of fiscal year provided that the Company or Committee, as applicable, has determined whether the Performance Goals applicable to each Vesting Date have been achieved in accordance with paragraph 2.5 below. EXAMPLE OF CARRYOVER (for illustrative purposes only): Assume you are granted 24,000 Units. One-twenty fourth or 1,000 of the Units are available to vest upon achievement of the applicable Performance Goals for Performance Measurement Periods #2 through #9. • Assume that actual performance for Q1- is $ million Adjusted Non-GAAP EBITDA. In Q1- the Threshold Performance Measure ($ million) was met but the Target Performance Measure ($ million) was not so 1,000 Units vest and 1,000 Units carry forward to subsequent quarters until the Q1- Target Performance Measure ($ million) is met. • Assume that actual performance for Q2- is $ million Adjusted Non-GAAP EBITDA. In Q2- , the Threshold Performance Measure ($ million) was met but the Target Performance Measure ($ million) was not so 1,000 Units vest and 1,000 carry forward to subsequent quarters until the Q2- Target Performance Measure ($ million) is met. Additionally, the 1,000 unvested Units from Q1- would vest because the Q1- Target Performance Measure ($ million) was met. • The vesting of Units will continue in this manner until the unvested Units expire in accordance with paragraph 2.2(f).

Terms and Conditions of Vesting. (a) If the Adjusted Non-GAAP EBITDA EBIT (as defined below) Performance Goal is achieved met for a any Performance Measurement Period (as described in the table above), the applicable portion of Units shall vest on the relevant Vesting Date. (b) If the Performance Goal is not met for any Performance Measurement Period, the Units and the Performance Goal for such period shall carryover to the next Performance Measurement Period until either the Performance Goal is achieved or the grant has expired. (c) If the Performance Goal for the first Performance Measurement Period, fiscal year , is not achievedmet, the Units and the Performance Goal will carry forward over and the Units will vest if the Performance Goal for fiscal year is achieved satisfied during any four consecutive fiscal calendar quarters, provided that the cumulative Adjusted Non-GAAP EBITDA EBIT for such those four consecutive fiscal quarters is at least $ million with respect to the Threshold Performance Measure and at least $ million with respect to the Target Performance Measuremillion. Any unvested Units for the first Performance Measurement Period will not expire until all unvested Units for the Award expire on the date that the Company files its Form 10-K for fiscal year as provided in paragraph 2.2(f2.2(d). (c) If the Threshold Performance Measure is achieved on the relevant Vesting Date, 50% of the eligible Units shall vest on the relevant Vesting Date. If the applicable Target Performance Measure is achieved on the relevant Vesting Date, the other 50% of the eligible Units shall vest on the relevant Vesting Date. (d) If the Threshold Performance Measure is achieved on the relevant Vesting Date, but the Target Performance is not achieved, 50% of the eligible Units shall vest on the relevant Vesting Date. The remaining 50% of Units associated with the Target Performance Measure shall carry forward to subsequent quarters until either the Target Performance Measure (i) is achieved, and then all All Units carried forward related to the Target Performance measure shall vest on the relevant Vesting Date, or (ii) is not achieved, and the Award has expired. (e) If the Threshold Performance Measure is not achieved on the relevant Vesting Date, no portion of the Units shall vest on the relevant Vesting Date. Any unvested Units shall carry forward to subsequent quarters until either the Threshold Performance Measure or Target Performance Measure (i) is achieved, and then all Units carried forward related to these measures shall vest on the relevant Vesting Date, or (ii) is not achieved, and the Award has expired. (f) All Units and all Units carried forward related to applicable Performance Goals shall, subject to achievement of such goals, Goal shall vest on the relevant Vesting Date and any then remaining unvested Units as of the Performance Measurement Period ending date (i.e., , / / ) shall expire the earlier of (i) the day following the date on which the Company files its Form 10-K for fiscal year , or (ii) the day following the last day of the first quarter of fiscal year provided that the Company (or Committee, as applicable, the Committee with respect to grants to employees who are considered to be Covered Employees under Section 162(m) of the Code) has determined whether the attainment of the Performance Goals applicable pursuant to each Vesting Date have been achieved in accordance with paragraph 2.5 below. EXAMPLE OF CARRYOVER (for illustrative purposes only): Assume you are granted 24,000 Units. One-twenty fourth or 1,000 of the Units are available to vest upon achievement of the applicable Performance Goals for Performance Measurement Periods #2 through #9. • Assume that actual performance for Q1- is $ million Adjusted Non-GAAP EBITDA. In Q1- the Threshold Performance Measure ($ million) was met but the Target Performance Measure ($ million) was not so 1,000 Units vest and 1,000 Units carry forward to subsequent quarters until the Q1- Target Performance Measure ($ million) is met. • Assume that actual performance for Q2- is $ million Adjusted Non-GAAP EBITDA. In Q2- , the Threshold Performance Measure ($ million) was met but the Target Performance Measure ($ million) was not so 1,000 Units vest and 1,000 carry forward to subsequent quarters until the Q2- Target Performance Measure ($ million) is met. Additionally, the 1,000 unvested Units from Q1- would vest because the Q1- Target Performance Measure ($ million) was met. • The vesting of Units will continue in this manner until the unvested Units expire in accordance with paragraph 2.2(f).