Common use of Total Shareholder Return Clause in Contracts

Total Shareholder Return. Fifty percent of the final amount of the Stock Unit Award shall be determined based upon the Company’s TSR performance relative to the TSR of the companies within the peer group established by the Committee and determined in accordance with the rules established by the Committee, all of which are incorporated herein by reference. In addition to the information that is incorporated herein by reference, the TSR performance conditions will operate in the following manner. For the TSR Measuring Period, the shareholder value performance of the Company shall be compared with the shareholder value performance of the group of comparable companies designated by the Committee. TSR performance shall be determined separately for Company and for each company included as part of the group of comparable companies by dividing: (1) the difference between (A) the sum of (A) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the last twelve (12) months of the TSR Measuring Period, and (B) any dividends, cash or stock, paid per share with respect to such company's common stock during the TSR Measuring Period, and (B) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the twelve (12) months immediately preceding the TSR Measuring Period, by (2) (B) above; provided, however, that if during the period in which shareholder value performance is determined, Company or any of the comparable companies incurs a change in its outstanding shares because of a stock dividend, stock split, merger, consolidation, stock rights plan or exchange of shares or other similar corporate change, the Committee shall appropriately modify the above shareholder value performance determination to reflect such change in capitalization. Pursuant to the TSR Performance Schedule applicable to this Grant and established by the Committee, depending on how Company performs in relationship to the group of comparable companies with respect to its TSR performance, fifty percent of the Stock Unit Award will be subject to adjustment at the end of the TSR Measuring Period.

Total Shareholder Return. Fifty percent of the final amount of the Stock Unit Award shall be determined based upon the Company’s 's TSR performance relative to the TSR of the companies within the peer group established by the Committee and determined in accordance with the rules established by the Committee, all of which are incorporated herein by reference. In addition to the information that is incorporated herein by reference, the TSR performance conditions will operate in the following manner. For the TSR Measuring Period, the shareholder value performance of the Company shall be compared with the shareholder value performance of the group of comparable companies designated by the Committee. TSR performance shall be determined separately for Company and for each company included as part of the group of comparable companies by dividing: (1) the difference between (A) the sum of (A) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the last twelve (12) months of the TSR Measuring Period, and (B) any dividends, cash or stock, paid per share with respect to such company's common stock during the TSR Measuring Period, and (B) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the twelve (12) months immediately preceding the TSR Measuring Period, by (2) (B) above; provided, however, that if during the period in which shareholder value performance is determined, Company or any of the comparable companies incurs a change in its outstanding shares because of a stock dividend, stock split, merger, consolidation, stock rights plan or exchange of shares or other similar corporate change, the Committee shall appropriately modify the above shareholder value performance determination to reflect such change in capitalization. Pursuant to the TSR Performance Schedule applicable to this Grant and established by the Committee, depending on how Company performs in relationship to the group of comparable companies with respect to its TSR performance, fifty percent of the Stock Unit Award will be subject to adjustment at the end of the TSR Measuring Period.

Total Shareholder Return. Fifty percent of the final amount award of the Stock Unit Award restricted stock shall be determined based upon the Company’s TSR performance relative to the TSR of the companies within the peer group established by the Committee and determined in accordance with the rules established by the Committee, all of which are incorporated herein by reference. In addition to the information that is incorporated herein by reference, the TSR performance conditions will operate in the following manner. For the TSR Measuring Period, the shareholder value performance of the Company shall be compared with the shareholder value performance of the group of comparable companies designated by the Committee. TSR performance shall be determined separately for Company and for each company included as part of the group of comparable companies by dividing: (1) the difference between (A) the sum of (A) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the last twelve (12) months of the TSR Measuring Period, and (B) any dividends, cash or stock, paid per share with respect to such company's common stock during the TSR Measuring Period, and (B) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the twelve (12) months immediately preceding the TSR Measuring Period, by (2) (B) above; provided, however, that if during the period in which shareholder value performance is determined, Company or any of the comparable companies incurs a change in its outstanding shares because of a stock dividend, stock split, merger, consolidation, stock rights plan or exchange of shares or other similar corporate change, the Committee shall appropriately modify the above shareholder value performance determination to reflect such change in capitalization. Pursuant to the TSR Performance Schedule applicable to this Grant and established by the Committee, depending on how Company performs in relationship to the group of comparable companies with respect to its TSR performance, fifty percent of the Stock Unit Award Grant will be subject to adjustment at the end of the TSR Measuring Period.

Total Shareholder Return. Fifty percent of the final amount of the Stock Unit Award Awards shall be determined based upon the Company’s TSR performance relative to the TSR of the companies within the peer group established by the Committee and determined in accordance with the rules established by the Committee, all of which are incorporated herein by reference. In addition to the information that is incorporated herein by reference, the TSR performance conditions will operate in the following manner. For the TSR Measuring Period, the shareholder value performance of the Company shall be compared with the shareholder value performance of the group of comparable companies designated by the Committee. TSR performance shall be determined separately for Company and for each company included as part of the group of comparable companies by dividing: (1) the difference between (A) the sum of (Ai) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the last twelve (12) months of the TSR Measuring Period, and (Bii) any dividends, cash or stock, paid per share with respect to such company's common stock during the TSR Measuring Period, and (B) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the twelve (12) months immediately preceding the TSR Measuring Period, by (2) (B) above; provided, however, that if during the period in which shareholder value performance is determined, Company or any of the comparable companies incurs a change in its outstanding shares because of a stock dividend, stock split, merger, consolidation, stock rights plan or exchange of shares or other similar corporate change, the Committee shall appropriately modify the above shareholder value performance determination to reflect such change in capitalization. Pursuant to the TSR Performance Schedule applicable to this Grant and established by the Committee, depending on how Company performs in relationship to the group of comparable companies with respect to its TSR performance, fifty percent of the Stock Unit Award Awards will be subject to adjustment at the end of the TSR Measuring Period.

Total Shareholder Return. Fifty percent The performance-vesting requirement for the Shares shall be tied to the level at which the total shareholder return (including stock price appreciation and reinvestment of any cash dividends or other stockholder distributions) to the final amount of Corporation’s stockholders over the Stock Unit Award Performance Period stands in relation to the total shareholder return realized for that period by the companies comprising the S&P Smallcap 600 Index (the “S&P Index”). For such purpose, the total shareholder return (“TSR”) shall be determined based upon the Company’s TSR performance relative pursuant to the following formula: TSR = (Ending Stock Price* - Beginning Stock Price**) + Reinvested Dividends*** Beginning Stock Price** * Ending Stock Price is the average daily closing price per share of the companies Common Stock calculated for the last ninety (90) consecutive trading days within the peer group established Performance Period. ** Beginning Stock Price is the average daily closing price per share of the Common Stock calculated for the last ninety (90) consecutive trading days immediately preceding the commencement date of the Performance Period. *** Reinvested Dividends shall be calculated by multiplying (i) the Committee aggregate number of shares (including fractional shares) that could have been purchased during the Performance Period had each cash dividend paid on a single share during that period been immediately reinvested in additional shares (or fractional shares) at the closing selling price per share of the Common Stock on the applicable dividend payment date by (ii) the average daily closing price per share calculated for the last ninety (90) consecutive trading days within the Performance Period. Each of the foregoing amounts shall be equitably adjusted for stock splits, stock dividends, recapitalizations and determined other similar events affecting the shares in accordance with question without the rules established by issuer’s receipt of consideration. For each company in the Committee, all of which are incorporated herein by reference. In addition to the information that is incorporated herein by referenceS&P Index, the TSR performance conditions will operate in the following manner. For the TSR Measuring Period, the shareholder value performance of the Company shall be compared with the shareholder value performance of the group of comparable companies designated by the Committee. TSR performance shall be determined separately for Company and for each company included as part of the group of comparable companies by dividing: (1) the difference between (A) the sum of (A) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the last twelve (12) months of the TSR Measuring Period, and (B) any dividends, cash or stock, paid per share with respect to such company's common stock during the TSR Measuring Period, and (B) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the twelve (12) months immediately preceding the TSR Measuring Period, by (2) (B) above; provided, however, that if during the period in which shareholder value performance is determined, Company or any of the comparable companies incurs a change in its outstanding shares because of a stock dividend, stock split, merger, consolidation, stock rights plan or exchange of shares or other similar corporate change, the Committee shall appropriately modify the above shareholder value performance determination to reflect such change in capitalization. Pursuant to the TSR Performance Schedule applicable to this Grant and established by the Committee, depending on how Company performs in relationship to the group of comparable companies with respect to its TSR performance, fifty percent of common stock shall be calculated in the Stock Unit Award will be subject to adjustment at same manner as for the end of the TSR Measuring PeriodCommon Stock.

Total Shareholder Return. Fifty percent of the final amount award of the Stock Unit Award restricted stock shall be determined based upon the Company’s TSR performance relative to the TSR of the companies within the peer group established by the Committee and determined in accordance with the rules established by the Committee, all of which are incorporated herein by reference. In addition to the information that is incorporated herein by reference, the TSR performance conditions will operate in the following manner. For the TSR Measuring Period, the shareholder value performance of the Company shall be compared with the shareholder value performance of the group of comparable companies designated by the Committee. TSR performance shall be determined separately for Company and for each company included as part of the group of comparable companies by dividing: (1i) the difference between (A) the sum of (A) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the last twelve (12) months of the TSR Measuring Period, and (B) any dividends, cash or stock, paid per share with respect to such company's common stock during the TSR Measuring Period, and (B) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the twelve (12) months immediately preceding the TSR Measuring Period, by (2ii) (B) above; provided, however, that if during the period in which shareholder value performance is determined, Company or any of the comparable companies incurs a change in its outstanding shares because of a stock dividend, stock split, merger, consolidation, stock rights plan or exchange of shares or other similar corporate change, the Committee shall appropriately modify the above shareholder value performance determination to reflect such change in capitalization. Pursuant to the TSR Performance Schedule applicable to this Grant and established by the Committee, depending on how Company performs in relationship to the group of comparable companies with respect to its TSR performance, fifty percent of the Stock Unit Award Grant will be subject to adjustment at the end of the TSR Measuring Period.

Total Shareholder Return. Fifty percent of the final amount award of the Stock Unit Award restricted stock shall be determined based upon the Company’s TSR performance relative to the TSR of the companies within the peer group established by the Committee in writing and delivered by the Committee to the Grantee prior to March 31, 2007 and determined in accordance with the rules established by the Committee, all of which are incorporated herein by reference. In addition to the information that is incorporated herein by reference, the TSR performance conditions will operate in the following manner. For the TSR Measuring Period, the shareholder value performance of the Company shall be compared with the shareholder value performance of the group of comparable companies designated by the Committee. TSR performance shall be determined separately for Company and for each company included as part of the group of comparable companies by dividing: (1i) the difference between (A) the sum of (A) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the last twelve (12) months of the TSR Measuring Period, and (B) any dividends, cash or stock, paid per share with respect to such company's common stock during the TSR Measuring Period, and (B) the average for each peer group company of the monthly averages of the highest and lowest trading price of the common stock of such company for the twelve (12) months immediately preceding the TSR Measuring Period, by (2ii) (B) above; provided, however, that if during the period in which shareholder value performance is determined, Company or any of the comparable companies incurs a change in its outstanding shares because of a stock dividend, stock split, merger, consolidation, stock rights plan or exchange of shares or other similar corporate change, the Committee shall appropriately modify the above shareholder value performance determination to reflect such change in capitalization. Pursuant to the TSR Performance Schedule applicable to this Grant and established by the Committee, depending on how Company performs in relationship to the group of comparable companies with respect to its TSR performance, fifty percent of the Stock Unit Award Grant will be subject to adjustment at the end of the TSR Measuring Period.