Common use of Vesting of Earned Units Clause in Contracts

Vesting of Earned Units. Subject to Section 4 below, the Units earned pursuant to Section 2.1 and Section 2.4 (collectively, the “Total Earned Units”), shall vest on the following dates (each a “Vesting Date”) as follows: 3.1 One-half of the Total Earned Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 2016; and 3.2 An additional one-half of the Total Earned Units will vest on the third anniversary of the Grant Date. EXAMPLE OF THE EARNING AND VESTING OF UNITS (for illustrative purposes only): Assume you are granted 900 Units. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is less than the Threshold performance level, no Units will be earned and all 900 Units will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 2016. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period is at the mid-point between the Threshold and Target performance levels (i.e., $___ million of Adjusted Non-GAAP EBITDA), 450 Units will be earned at the end of the Performance Measurement Period. The remaining 450 Units will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 2016. The 450 earned Units will then vest as follows: (i) 225 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 2016; and (ii) 225 Units will vest on the third anniversary of the Grant Date. • If the Company’s (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $_____ million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue equals or is less than the Threshold Performance level, 900 Units will be earned at the end of the Performance Measurement Period but no Performance Multiplier shall apply. The 900 earned Units will then vest as follows: (i) 450 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 2016; and (ii) 450 Units will vest on the third anniversary of the Grant Date. • If the Company’s (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $_____ million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue equals or exceeds 100% of the Stretch Performance level, 900 Units will be earned at the end of the Performance Measurement Period (based on the achievement of Adjusted Non-GAAP EBITDA) and a 140% Stretch Performance Multiplier shall apply, resulting in a total of 1,260 Total Earned Units (900 x 1.4). The 1,260 Total Earned Units will then vest as follows: (i) 630 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 2016; and (ii) 630 Units will vest on the third anniversary of the Grant Date.

Vesting of Earned Units. Subject to Section paragraph 4 below, the Units earned pursuant to Section paragraph 2.1 and Section 2.4 (collectively, the “Total Earned Units”), shall vest on the following dates (each a “Vesting Date”) as follows: 3.1 One-half One third of the Total Earned Units earned pursuant to paragraph 2.1 will vest on the date the Company files its Form 10-Q K for Q2 of fiscal year 2016; and2013; 3.2 An additional one-half one third of the Total Earned Units earned pursuant to paragraph 2.1 will vest on the second anniversary of the Grant Date; and 3.3 The final one third of the Units earned pursuant to paragraph 2.1 will vest on the third anniversary of the Grant Date. EXAMPLE OF THE EARNING AND VESTING OF UNITS (for illustrative purposes only): Assume you are granted 900 Units. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is less than the Threshold performance level, no Units will be earned and all 900 Units will be forfeited on as of the date end of the Company files its Form 10-Q for Q2 of fiscal year 2016Performance Measurement Period. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period is at the mid-point 50% between the Threshold and Target performance levels (i.e., $___ $ million of Adjusted Non-GAAP EBITDA), 450 Units will be earned at as of the end of the Performance Measurement Period. The remaining 450 Units will be forfeited on as of the date end of the Company files its Form 10-Q for Q2 of fiscal year 2016Performance Measurement Period. The 450 earned Units will then vest as follows: (i) 225 150 Units will vest on the date the Company files its Form 10-Q K for Q2 of fiscal year 20162013; (ii) 150 Units will vest on the second anniversary of the Grant Date; and (iiiii) 225 150 Units will vest on the third anniversary of the Grant Date. Subject to paragraph 4.2, you must be employed on the relevant Vesting Date to receive payment with respect to the Units that are scheduled to vest on that Vesting Date. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period is 70% between the Threshold and Target performance levels (i.e., $ million of Adjusted Non-GAAP EBITDA), 630 Units will be earned as of the end of the Performance Measurement Period. The remaining 270 Units will be forfeited as of the end of the Performance Measurement Period. The 630 earned Units will then vest as follows: (i) 210 Units will vest on the date the Company files its Form 10-K for fiscal year 2013; (ii) 210 Units will vest on the second anniversary of the Grant Date; and (iii) 210 Units will vest on the third anniversary of the Grant Date. Subject to paragraph 4.2, you must be employed on the relevant Vesting Date to receive payment with respect to the Units that are scheduled to vest on that Vesting Date. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $_____ $ million or more of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue equals or is less than the Threshold Performance level, all 900 Units will be earned at as of the end of the Performance Measurement Period but no Performance Multiplier shall applyPeriod. The 900 earned Units will then vest as follows: (i) 450 300 Units will vest on the date the Company files its Form 10-Q K for Q2 of fiscal year 20162013; (ii) 300 Units will vest on the second anniversary of the Grant Date; and (iiiii) 450 300 Units will vest on the third anniversary of the Grant Date. • If the Company’s (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e.Subject to paragraph 4.2, $_____ million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue equals or exceeds 100% of the Stretch Performance level, 900 Units will you must be earned at the end of the Performance Measurement Period (based employed on the achievement of Adjusted Non-GAAP EBITDA) and a 140% Stretch Performance Multiplier shall apply, resulting in a total of 1,260 Total Earned relevant Vesting Date to receive payment with respect to the Units (900 x 1.4). The 1,260 Total Earned Units will then vest as follows: (i) 630 Units will that are scheduled to vest on the date the Company files its Form 10-Q for Q2 of fiscal year 2016; and (ii) 630 Units will vest on the third anniversary of the Grant that Vesting Date.

Vesting of Earned Units. Subject to Section 4 below, the Units earned pursuant to Section 2.1 and Section 2.4 (collectively, the “Total Earned Units”), shall vest on the following dates (each a “Vesting Date”) as follows: 3.1 One-half One third of the Total Earned Units will vest on the date the Company files its Form 10-Q K for Q2 of fiscal year 2016; and2014; 3.2 An additional one-half one third of the Total Earned Units will vest on the second anniversary of the Grant Date; and 3.3 The final one third of the Total Earned Units will vest on the third anniversary of the Grant Date. EXAMPLE OF THE EARNING AND VESTING OF UNITS (for illustrative purposes only): Assume you are granted 900 Units. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is less than the Threshold performance level, no Units will be earned and all 900 Units will be forfeited on the date the Company files its Form 10-Q K for Q2 of fiscal year 20162013. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period is at the mid-point between the Threshold and Target performance levels (i.e., $___ $ million of Adjusted Non-GAAP EBITDA), 450 Units will be earned at as of the end of the Performance Measurement Period. The remaining 450 Units will be forfeited on the date the Company files its Form 10-Q K for Q2 of fiscal year 20162013. The 450 earned Units will then vest as follows: (i) 225 150 Units will vest on the date the Company files its Form 10-Q K for Q2 of fiscal year 20162014; (ii) 150 Units will vest on the second anniversary of the Grant Date; and (iiiii) 225 150 Units will vest on the third anniversary of the Grant Date. Subject to Section 4.2, you must be employed on the relevant Vesting Date to receive payment of the same number of shares of Stock with respect to the Units that are scheduled to vest on that Vesting date. • If the Company’s (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $_____ $ million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue Growth Rate equals or is less than the Threshold Performance level, 900 Units will be earned at the end of the Performance Measurement Period but no Performance Multiplier shall apply. The 900 earned Units will then vest as follows: (i) 450 300 Units will vest on the date the Company files its Form 10-Q K for Q2 of fiscal year 20162014; (ii) 300 Units will vest on the second anniversary of the Grant Date; and (iiiii) 450 300 Units will vest on the third anniversary of the Grant Date. Subject to Section 4.2, you must be employed on the relevant Vesting Date to receive payment of the same number of shares of Stock with respect to the Units that are scheduled to vest on that Vesting Date. • If the Company’s (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $_____ $ million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue Growth Rate equals or exceeds 100% of the Stretch Performance level, 900 Units will be earned at the end of the Performance Measurement Period (based on the achievement of Adjusted Non-GAAP EBITDA) and a 140% Stretch Performance Multiplier shall apply, resulting in a total of 1,260 1260 Total Earned Units (900 x 1.4). The 1,260 1260 Total Earned Units will then vest as follows: (i) 630 420 Units will vest on the date the Company files its Form 10-Q K for Q2 of fiscal year 20162014; (ii) 420 Units will vest on the second anniversary of the Grant Date; and (iiiii) 630 420 Units will vest on the third anniversary of the Grant Date. Subject to Section 4.2, you must be employed on the relevant Vesting Date to receive payment of the same number of shares of Stock with respect to the Units that are scheduled to vest on that Vesting Date.

Vesting of Earned Units. Subject to Section 4 below, the Units earned pursuant to Section 2.1 and Section 2.4 (collectively, the “Total Earned Units”), shall vest on the following dates (each a “Vesting Date”) as follows: 3.1 One-half of the Total Earned Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162018; and 3.2 An additional one-half of the Total Earned Units will vest on the third anniversary of the Grant Date. EXAMPLE OF THE EARNING AND VESTING OF UNITS (for illustrative purposes only): Assume you are granted 900 Units. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is less than the Threshold performance level, no Units will be earned and all 900 Units will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 20162018. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period is at the mid-point between the Threshold and Target performance levels (i.e., $___ 1,372.5 million of Adjusted Non-GAAP EBITDA), 450 Units will be earned at the end of the Performance Measurement Period. The remaining 450 Units will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 20162018. The 450 earned Units will then vest as follows: (i) 225 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162018; and (ii) 225 Units will vest on the third anniversary of the Grant Date. • If the Company’s (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $_____ 1,525 million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue Free Cash Flow equals or is less than the Threshold Performance level, 900 Units will be earned at the end of the Performance Measurement Period but no Performance Multiplier shall apply. The 900 earned Units will then vest as follows: (i) 450 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162018; and (ii) 450 Units will vest on the third anniversary of the Grant Date. • If the Company’s (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $_____ 1,525 million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue Free Cash Flow equals or exceeds 100% of the Stretch Performance level, 900 Units will be earned at the end of the Performance Measurement Period (based on the achievement of Adjusted Non-GAAP EBITDA) and a 140150% Stretch Performance Multiplier shall apply, resulting in a total of 1,260 1,350 Total Earned Units (900 x 1.41.5). The 1,260 1,350 Total Earned Units will then vest as follows: (i) 630 675 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162018; and (ii) 630 675 Units will vest on the third anniversary of the Grant Date.

Vesting of Earned Units. Subject to Section 4 below, the Units earned pursuant to Section 2.1 and Section 2.4 (collectively, the “Total Earned Units”), shall vest on the following dates (each a “Vesting Date”) as follows: 3.1 One-half of the Total Earned Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162019; and 3.2 An additional one-half of the Total Earned Units will vest on the third anniversary of the Grant Date. EXAMPLE OF THE EARNING AND VESTING OF UNITS (for illustrative purposes only): Assume you are granted 900 1,000 Units. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is less than the Threshold performance level, no Units will be earned and all 900 1,000 Units will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 20162019. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period is at the mid-point between the Threshold and Target performance levels (i.e., $___ 1,800 million of Adjusted Non-GAAP EBITDA), 450 500 Units will be earned at the end of the Performance Measurement Period. The remaining 450 500 Units will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 20162019. The 450 500 earned Units will then vest as follows: (i) 225 250 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162019; and (ii) 225 250 Units will vest on the third anniversary of the Grant Date. • If the Company’s ’s: (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $_____ 2,000 million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue Free Cash Flow equals or is less than the Threshold Performance level, 900 1,000 Units will be earned at the end of the Performance Measurement Period but no Performance Multiplier shall apply. The 900 1,000 earned Units will then vest as follows: (i) 450 500 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162019; and (ii) 450 500 Units will vest on the third anniversary of the Grant Date. • If the Company’s ’s: (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $_____ 2,000 million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue Free Cash Flow equals or exceeds 100% of the Stretch Performance level, 900 1,000 Units will be earned at the end of the Performance Measurement Period (based on the achievement of Adjusted Non-GAAP EBITDA) and a 140150% Stretch Performance Multiplier shall apply, resulting in a total of 1,260 1,500 Total Earned Units (900 1,000 x 1.41.5). The 1,260 1,500 Total Earned Units will then vest as follows: (i) 630 750 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162019; and (ii) 630 750 Units will vest on the third anniversary of the Grant Date.

Vesting of Earned Units. Subject to Section 4 below, the Units earned pursuant to Section 2.1 and Section 2.4 (collectively, the “Total Earned Units”), shall vest on the following dates (each a “Vesting Date”) as follows: 3.1 One-half of the Total Earned Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162017; and 3.2 An additional one-half of the Total Earned Units will vest on the third anniversary of the Grant Date. EXAMPLE OF THE EARNING AND VESTING OF UNITS (for illustrative purposes only): Assume you are granted 900 Units. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is less than the Threshold performance level, no Units will be earned and all 900 Units will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 20162017. • If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period is at the mid-point between the Threshold and Target performance levels (i.e., $___ $ million of Adjusted Non-GAAP EBITDA), 450 Units will be earned at the end of the Performance Measurement Period. The remaining 450 Units will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 20162017. The 450 earned Units will then vest as follows: (i) 225 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162017; and (ii) 225 Units will vest on the third anniversary of the Grant Date. • If the Company’s (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $_____ $ million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue equals or is less than the Threshold Performance level, 900 Units will be earned at the end of the Performance Measurement Period but no Performance Multiplier shall apply. The 900 earned Units will then vest as follows: (i) 450 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162017; and (ii) 450 Units will vest on the third anniversary of the Grant Date. • If the Company’s (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $_____ $ million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue equals or exceeds 100% of the Stretch Performance level, 900 Units will be earned at the end of the Performance Measurement Period (based on the achievement of Adjusted Non-GAAP EBITDA) and a 140% Stretch Performance Multiplier shall apply, resulting in a total of 1,260 Total Earned Units (900 x 1.4). The 1,260 Total Earned Units will then vest as follows: (i) 630 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 20162017; and (ii) 630 Units will vest on the third anniversary of the Grant Date.