Common use of Three-Year Performance Period, No Qualifying Termination Clause in Contracts

Three-Year Performance Period, No Qualifying Termination. Except as otherwise provided in Sections 2.3(b) through 2.3(e) hereof, if the Determination Date occurs on December 31, 2014 (and no Change in Control is consummated prior to such date), subject to the Participant’s continued service as an Employee through such Determination Date, then: (i) 50% of the Award Value will vest on the Determination Date and be paid, as soon as practicable after January 1, 2015, but in no event later than March 15, 2015, in a number of fully vested shares of Common Stock determined by dividing the dollar amount of such vested portion of the Award Value by the Determination Date Per Share Value; and (ii) 50% of the Award Value will remain unvested on the Determination Date, but will be distributed, as soon as practicable after the Determination Date, in no event later than March 15, 2015, in a number of unvested Restricted Stock Units (rounded down to the nearest integer) determined by dividing the dollar amount of the unvested portion of the Award Value by the Determination Date Per Share Value. Fifty percent (50%) of the Restricted Stock Units will vest on the first anniversary of the Determination Date and the remaining fifty percent (50%) of the Restricted Stock Units will vest on the second anniversary of the Determination Date, subject, in each case, to (A) the Participant’s continued service as an Employee through the applicable vesting date and (B) accelerated vesting under Sections 2.3(c) and 2.3(e) hereof. Additional terms and conditions of the Restricted Stock Units are set out in Section 2.5 hereof.

Three-Year Performance Period, No Qualifying Termination. Except as otherwise provided in Sections 2.3(b) through 2.3(e) hereof, if the Determination Date occurs on December 31, 2014 2015 (and no Change in Control is consummated prior to such date), subject to the Participant’s continued service as an Employee through such Determination Date, then: (i) 50% of the Award Value will vest on the Determination Date and be paid, as soon as practicable after January 1, 20152016, but in no event later than March 15, 20152016, in a number of fully vested shares of Common Stock determined by dividing the dollar amount of such vested portion of the Award Value by the Determination Date Per Share Value; and (ii) 50% of the Award Value will remain unvested on the Determination Date, but will be distributed, as soon as practicable after the Determination Date, in no event later than March 15, 20152016, in a number of unvested Restricted Stock Units (rounded down to the nearest integer) determined by dividing the dollar amount of the unvested portion of the Award Value by the Determination Date Per Share Value. Fifty percent (50%) of the Restricted Stock Units will vest on the first anniversary of the Determination Date and the remaining fifty percent (50%) of the Restricted Stock Units will vest on the second anniversary of the Determination Date, subject, in each case, to (A) the Participant’s continued service as an Employee through the applicable vesting date and (B) accelerated vesting under Sections 2.3(c) and 2.3(e) hereof. Additional terms and conditions of the Restricted Stock Units are set out in Section 2.5 hereof.

Three-Year Performance Period, No Qualifying Termination. Except as otherwise provided in Sections 2.3(b) through 2.3(e) hereof, if the Determination Date occurs on December 31, 2014 2017 (and no Change in Control is consummated prior to such date), subject to the Participant’s continued service as an Employee through such Determination Date, then: (i) 50% of the Award Value will vest on the Determination Date and be paid, as soon as practicable after January 1, 20152018, but in no event later than March 15, 20152018, in a number of fully vested shares of Common Stock determined by dividing the dollar amount of such vested portion of the Award Value by the Determination Date Per Share Value; and (ii) 50% of the Award Value will remain unvested on the Determination Date, but will be distributed, as soon as practicable after the Determination Date, in no event later than March 15, 20152018, in a number of unvested Restricted Stock Units (rounded down to the nearest integer) determined by dividing the dollar amount of the unvested portion of the Award Value by the Determination Date Per Share Value. Fifty percent (50%) of the Restricted Stock Units will vest on the first anniversary of the Determination Date and the remaining fifty percent (50%) of the Restricted Stock Units will vest on the second anniversary of the Determination Date, subject, in each case, to (A) the Participant’s continued service as an Employee through the applicable vesting date and (B) accelerated vesting under Sections 2.3(c) and 2.3(e) hereof. Additional terms and conditions of the Restricted Stock Units are set out in Section 2.5 hereof.

Three-Year Performance Period, No Qualifying Termination. Except as otherwise provided in Sections 2.3(b) through 2.3(e) hereof, if the Determination Date occurs on December 31, 2014 2016 (and no Change in Control is consummated prior to such date), subject to the Participant’s continued service as an Employee through such Determination Date, then: (i) 50% of the Award Value will vest on the Determination Date and be paid, as soon as practicable after January 1, 20152017, but in no event later than March 15, 20152017, in a number of fully vested shares of Common Stock determined by dividing the dollar amount of such vested portion of the Award Value by the Determination Date Per Share Value; and (ii) 50% of the Award Value will remain unvested on the Determination Date, but will be distributed, as soon as practicable after the Determination Date, in no event later than March 15, 20152017, in a number of unvested Restricted Stock Units (rounded down to the nearest integer) determined by dividing the dollar amount of the unvested portion of the Award Value by the Determination Date Per Share Value. Fifty percent (50%) of the Restricted Stock Units will vest on the first anniversary of the Determination Date and the remaining fifty percent (50%) of the Restricted Stock Units will vest on the second anniversary of the Determination Date, subject, in each case, to (A) the Participant’s continued service as an Employee through the applicable vesting date and (B) accelerated vesting under Sections 2.3(c) and 2.3(e) hereof. Additional terms and conditions of the Restricted Stock Units are set out in Section 2.5 hereof.. LA\3414487.2