Common use of Vesting Schedule; Assumption or Substitution Calculation Clause in Contracts

Vesting Schedule; Assumption or Substitution Calculation. The RSUs shall vest as follows: Up to the Maximum Amount will vest and be settled, based upon the extent, if any, to which the performance metric has been achieved. The performance metric is the relative performance of Company stock against the Xxxxxxx 2000 index over a three-year period, with the target Company stock performance equivalent to the performance of the Xxxxxxx 2000 index over such period. To determine relative performance, the baseline metrics are the 90 trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last of the 90 trading days falling on November 14, 2012. This 90 day average establishes both the Company baseline stock price (the “Company Baseline Stock Price”) and the Xxxxxxx 2000 Index baseline (the “Xxxxxxx 2000 Baseline”) against which future Company stock and Xxxxxxx 2000 Index performance will be compared. Next, the Company will measure the 90 trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last trading day of such 90-trading day period ending on November 13, 2015 (establishing both the “Company Closing Price” and the “Xxxxxxx 2000 Index Closing Price”). The Company will then measure Company performance by dividing the Company Closing Price by the Company Baseline Stock Price, with the quotient expressed as a percentage of the Company Baseline Stock Price (the “Company Percentage Performance”). The Company will then measure Xxxxxxx 2000 Index Performance over the same period by dividing the Xxxxxxx 2000 Index Closing Price by the Xxxxxxx 2000 Index Baseline with the quotient expressed as a percentage of the Xxxxxxx 2000 Index Baseline (the “Xxxxxxx 2000 Index Percentage Performance”). The Company will then subtract the Xxxxxxx 2000 Index Percentage Performance from the Company Percentage Performance, then add 100 to the result, with the final result constituting the relative Company performance as a percentage (the “Relative Performance Percentage”). If the Relative Performance Percentage is 50% or less, no RSUs shall vest. If the Relative Performance Percentage equals 51%, then 2% of the Target Amount shall vest. If the Relative Performance Percentage equals 70%, then 40% of the Target Amount shall vest. If the Relative Performance Percentage equals 100%, then the Target Amount shall vest. If the Relative Performance Percentage equals 150% or more, then 200% of the Target Amount shall vest (i.e., the Maximum Amount shall vest). Relative Performance Percentages shall result in incremental vesting on a straight-line basis within tiers based on full percentage Relative Performance Percentages as set forth below: 150% or greater Maximum Amount (200% Target Amount) Between 100% - 150% 100% Target Amount + 2% Target Amount for Every 1% Relative Performance Percentage above 100% 100% Target Amount Between 50% - 100% Target Amount - 2% Target Amount for Every 1% Relative Performance Percentage below 100% 50% 0% Target Amount The Company Closing Price shall be automatically adjusted to account for any Company stock split or similar change in capitalization effected without receipt of consideration by the Company set forth in Plan Section 19(a) in the same manner as set forth in Plan Section 19(a). In making determinations of the number of Shares that vest hereunder, all Relative Performance Percentage fractional percentages and Share numbers below .5 shall be rounded down to the nearest whole percentage or Share number, respectively and all Relative Performance Percentage fractional percentages and Share numbers of .5 or greater shall be rounded up to the nearest whole percentage or Share number, respectively. All vesting and delivery of Shares hereunder, except pursuant to assumed or substituted awards in a change of control as specified in the following paragraph, shall be subject to the prior written or electronic certification of the Compensation Committee of the Board as to the extent to which the applicable performance milestones have been achieved.

Vesting Schedule; Assumption or Substitution Calculation. The RSUs PRSUs shall vest as follows: Up to the Maximum Amount will vest and be settled, based upon the extent, if any, to which the performance metric has been achieved. The performance metric is the relative performance of Company stock against the Xxxxxxx 2000 index [Applicable TSR Metric] (the “Index”) over a three-year period, with the target Company stock performance equivalent to the performance of the Xxxxxxx 2000 index Index over such period. To determine relative performance, the baseline metrics are the 90 [__] trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last [__] of the 90 such [__] trading days falling day period [beginning] on November 14[___________ __, 201220XX]. This 90 20 trading day average closing price establishes both the Company baseline stock price (the “Company Baseline Stock Price”) and the Xxxxxxx 2000 Index baseline (the “Xxxxxxx 2000 Index Baseline”) against which future Company stock and Xxxxxxx 2000 Index performance will be compared. Next, the Company will measure the 90 [__] trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last trading day of such 90-[__] trading day period ending on November 13[___________ __, 2015 20XX] (establishing both the “Company Closing Price” and the “Xxxxxxx 2000 Index Closing Price”). The Company will then measure Company performance by dividing the Company Closing Price by the Company Baseline Stock Price, with the quotient expressed as a percentage of the Company Baseline Stock Price (the “Company Percentage Performance”). The Company will then measure Xxxxxxx 2000 Index Performance over the same period by dividing the Xxxxxxx 2000 Index Closing Price by the Xxxxxxx 2000 Index Baseline with the quotient expressed as a percentage of the Xxxxxxx 2000 Index Baseline (the “Xxxxxxx 2000 Index Percentage Performance”). The Company will then subtract the Xxxxxxx 2000 Index Percentage Performance from the Company Percentage Performance, then add 100 to the result, with the final result constituting the relative Company performance as a percentage (the “Relative Performance Percentage”). If the Relative Performance Percentage is 50% or less, no RSUs shall vest. If the Relative Performance Percentage equals 51%, then 2% of the Target Amount shall vest. If the Relative Performance Percentage equals 70%, then 40% of the Target Amount shall vest. If the Relative Performance Percentage equals 100%, then the Target Amount shall vest. If the Relative Performance Percentage equals 150% or more, then 200% of the Target Amount shall vest (i.e., the Maximum Amount shall vest). Relative Performance Percentages shall result in incremental vesting on a straight-line basis within tiers based on full percentage Relative Performance Percentages as set forth below: 150% or greater Maximum Amount (200% Target Amount) Between 100% - 150% 100% Target Amount + 2% Target Amount for Every 1% Relative Performance Percentage above 100% 100% Target Amount Between 50% - 100% Target Amount - 2% Target Amount for Every 1% Relative Performance Percentage below 100% 50% 0% Target Amount The Company Closing Price shall be automatically adjusted to account for any Company stock split or similar change in capitalization effected without receipt of consideration by the Company set forth in Plan Section 19(a) in the same manner as set forth in Plan Section 19(a). In making determinations of the number of Shares that vest hereunder, all Relative Performance Percentage fractional percentages and Share numbers below .5 shall be rounded down to the nearest whole percentage or Share number, respectively and all Relative Performance Percentage fractional percentages and Share numbers of .5 or greater shall be rounded up to the nearest whole percentage or Share number, respectively. All vesting and delivery of Shares hereunder, except pursuant to assumed or substituted awards in a change of control as specified in the following paragraph, shall be subject to the prior written or electronic certification of the Compensation Committee of the Board as to the extent to which the applicable performance milestones have been achieved.

Vesting Schedule; Assumption or Substitution Calculation. The RSUs PRSUs shall vest as follows: Up to the Maximum Amount will vest and be settled, based upon the extent, if any, to which the performance metric has been achieved. The performance metric is the relative performance of Company stock against the Xxxxxxx 2000 index (^RUT) Index (the “Xxxxxxx 2000 Index”) over a three-year period, with the target Company stock performance equivalent to the performance of the Xxxxxxx 2000 index Index over such period. To determine relative performance, the baseline metrics are the 90 trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last of the 90 trading days falling on November 1415, 20122016. This 90 day average establishes both the Company baseline stock price (the “Company Baseline Stock Price”) and the Xxxxxxx 2000 Index baseline (the “Xxxxxxx 2000 Baseline”) against which future Company stock and Xxxxxxx 2000 Index performance will be compared. Next, the Company will measure the 90 trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last trading day of such 90-trading day period ending on November 1315, 2015 2019 (establishing both the “Company Closing Price” and the “Xxxxxxx 2000 Index Closing Price”). The Company will then measure Company performance by dividing the Company Closing Price by the Company Baseline Stock Price, with the quotient expressed as a percentage of the Company Baseline Stock Price (the “Company Percentage Performance”). The Company will then measure Xxxxxxx 2000 Index Performance over the same period by dividing the Xxxxxxx 2000 Index Closing Price by the Xxxxxxx 2000 Index Baseline with the quotient expressed as a percentage of the Xxxxxxx 2000 Index Baseline (the “Xxxxxxx 2000 Index Percentage Performance”). The Company will then subtract the Xxxxxxx 2000 Index Percentage Performance from the Company Percentage Performance, then add 100 to the result, with the final result constituting the relative Company performance as a percentage (the “Relative Performance Percentage”). If the Relative Performance Percentage is 50% or less, no RSUs shall vest. If the Relative Performance Percentage equals 51%, then 2% of the Target Amount shall vest. If the Relative Performance Percentage equals 70%, then 40% of the Target Amount shall vest. If the Relative Performance Percentage equals 100%, then the Target Amount shall vest. If the Relative Performance Percentage equals 150% or more, then 200% of the Target Amount shall vest (i.e., the Maximum Amount shall vest). Relative Performance Percentages shall result in incremental vesting on a straight-line basis within tiers based on full percentage Relative Performance Percentages as set forth below: 150% or greater Maximum Amount (200% Target Amount) Between 100% - 150% 100% Target Amount + 2% Target Amount for Every 1% Relative Performance Percentage above 100% 100% Target Amount Between 50% - 100% Target Amount - 2% Target Amount for Every 1% Relative Performance Percentage below 100% 50% 0% Target Amount The Company Closing Price shall be automatically adjusted to account for any Company stock split or similar change in capitalization effected without receipt of consideration by the Company set forth in Plan Section 19(a) in the same manner as set forth in Plan Section 19(a). In making determinations of the number of Shares that vest hereunder, all Relative Performance Percentage fractional percentages and Share numbers below .5 shall be rounded down to the nearest whole percentage or Share number, respectively and all Relative Performance Percentage fractional percentages and Share numbers of .5 or greater shall be rounded up to the nearest whole percentage or Share number, respectively. All vesting and delivery of Shares hereunder, except pursuant to assumed or substituted awards in a change of control as specified in the following paragraph, shall be subject to the prior written or electronic certification of the Compensation Committee of the Board as to the extent to which the applicable performance milestones have been achieved.

Vesting Schedule; Assumption or Substitution Calculation. The RSUs shall vest as follows: Up to the Maximum Amount will vest and be settled, based upon the extent, if any, to which the performance metric has been achieved. The performance metric is the relative performance of Company stock against the Xxxxxxx 2000 index over a three-year period, with the target Company stock performance equivalent to the performance of the Xxxxxxx 2000 index over such period. To determine relative performance, the baseline metrics are the 90 trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last of the 90 trading days falling on November 147, 20122011. This 90 day average establishes both the Company baseline stock price (the “Company Baseline Stock Price”) and the Xxxxxxx 2000 Index baseline (the “Xxxxxxx 2000 Baseline”) against which future Company stock and Xxxxxxx 2000 Index performance will be compared. Next, the Company will measure the 90 trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last trading day of such 90-trading day period ending on November 137, 2015 2014 (establishing both the “Company Closing Price” and the “Xxxxxxx 2000 Index Closing Price”). The Company will then measure Company performance by dividing the Company Closing Price by the Company Baseline Stock Price, with the quotient expressed as a percentage of the Company Baseline Stock Price (the “Company Percentage Performance”). The Company will then measure Xxxxxxx 2000 Index Performance over the same period by dividing the Xxxxxxx 2000 Index Closing Price by the Xxxxxxx 2000 Index Baseline with the quotient expressed as a percentage of the Xxxxxxx 2000 Index Baseline (the “Xxxxxxx 2000 Index Percentage Performance”). The Company will then subtract the Xxxxxxx 2000 Index Percentage Performance from the Company Percentage Performance, then add 100 to the result, with the final result constituting the relative Company performance as a percentage (the “Relative Performance Percentage”). If the Relative Performance Percentage is 50% or less, no RSUs shall vest. If the Relative Performance Percentage equals 51%, then 2% of the Target Amount shall vest. If the Relative Performance Percentage equals 70%, then 40% of the Target Amount shall vest. If the Relative Performance Percentage equals 100%, then the Target Amount shall vest. If the Relative Performance Percentage equals 150% or more, then 200% of the Target Amount shall vest (i.e., the Maximum Amount shall vest). Relative Performance Percentages shall result in incremental vesting on a straight-line basis within tiers based on full percentage Relative Performance Percentages as set forth below: 150% or greater Maximum Amount (200% Target Amount) Between 100% - 150% 100% Target Amount + 2% Target Amount for Every 1% Relative Performance Percentage above 100% 100% Target Amount Between 50% - 100% Target Amount - 2% Target Amount for Every 1% Relative Performance Percentage below 100% 50% 0% Target Amount The Company Closing Price shall be automatically adjusted to account for any Company stock split or similar change in capitalization effected without receipt of consideration by the Company set forth in Plan Section 19(a) in the same manner as set forth in Plan Section 19(a). In making determinations of the number of Shares that vest hereunder, all Relative Performance Percentage fractional percentages and Share numbers below .5 shall be rounded down to the nearest whole percentage or Share number, respectively and all Relative Performance Percentage fractional percentages and Share numbers of .5 or greater shall be rounded up to the nearest whole percentage or Share number, respectively. All vesting and delivery of Shares hereunder, except pursuant to assumed or substituted awards in a change of control as specified in the following paragraph, shall be subject to the prior written or electronic certification of the Compensation Committee of the Board as to the extent to which the applicable performance milestones have been achieved.

Vesting Schedule; Assumption or Substitution Calculation. The RSUs shall vest as follows: Up to the Maximum Amount will vest and be settled, based upon the extent, if any, to which the performance metric has been achieved. The performance metric is the relative performance of Company stock against the Xxxxxxx 2000 index [Applicable TSR Metric] (the “Index”) over a three-year period, with the target Company stock performance equivalent to the performance of the Xxxxxxx 2000 index Index over such period. To determine relative performance, the baseline metrics are the 90 trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last of the 90 trading days falling on November 14[_____________, 201220XX]. This 90 day average establishes both the Company baseline stock price (the “Company Baseline Stock Price”) and the Xxxxxxx 2000 Index baseline (the “Xxxxxxx 2000 Index Baseline”) against which future Company stock and Xxxxxxx 2000 Index performance will be compared. Next, the Company will measure the 90 trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last trading day of such 90-trading day period ending on November 13[_____________, 2015 20XX+3] (establishing both the “Company Closing Price” and the “Xxxxxxx 2000 Index Closing Price”). The Company will then measure Company performance by dividing the Company Closing Price by the Company Baseline Stock Price, with the quotient expressed as a percentage of the Company Baseline Stock Price (the “Company Percentage Performance”). The Company will then measure Xxxxxxx 2000 Index Performance over the same period by dividing the Xxxxxxx 2000 Index Closing Price by the Xxxxxxx 2000 Index Baseline with the quotient expressed as a percentage of the Xxxxxxx 2000 Index Baseline (the “Xxxxxxx 2000 Index Percentage Performance”). The Company will then subtract the Xxxxxxx 2000 Index Percentage Performance from the Company Percentage Performance, then add 100 to the result, with the final result constituting the relative Company performance as a percentage (the “Relative Performance Percentage”). If the Relative Performance Percentage is 50% or less, no RSUs shall vest. If the Relative Performance Percentage equals 51%, then 2% of the Target Amount shall vest. If the Relative Performance Percentage equals 70%, then 40% of the Target Amount shall vest. If the Relative Performance Percentage equals 100%, then the Target Amount shall vest. If the Relative Performance Percentage equals 150% or more, then 200% of the Target Amount shall vest (i.e., the Maximum Amount shall vest). Relative Performance Percentages shall result in incremental vesting on a straight-line basis within tiers based on full percentage Relative Performance Percentages as set forth below: 150% or greater Maximum Amount (200% Target Amount) Between 100% - 150% 100% Target Amount + 2% Target Amount for Every 1% Relative Performance Percentage above 100% 100% Target Amount Between 50% - 100% Target Amount - 2% Target Amount for Every 1% Relative Performance Percentage below 100% 50% 0% Target Amount The Company Closing Price shall be automatically adjusted to account for any Company stock split or similar change in capitalization effected without receipt of consideration by the Company set forth in Plan Section 19(a) in the same manner as set forth in Plan Section 19(a). In making determinations of the number of Shares that vest hereunder, all Relative Performance Percentage fractional percentages and Share numbers below .5 shall be rounded down to the nearest whole percentage or Share number, respectively and all Relative Performance Percentage fractional percentages and Share numbers of .5 or greater shall be rounded up to the nearest whole percentage or Share number, respectively. All vesting and delivery of Shares hereunder, except pursuant to assumed or substituted awards in a change of control as specified in the following paragraph, shall be subject to the prior written or electronic certification of the Compensation Committee of the Board as to the extent to which the applicable performance milestones have been achieved.

Vesting Schedule; Assumption or Substitution Calculation. The RSUs PRSUs shall vest as follows: Up to the Maximum Amount will vest and be settled, based upon the extent, if any, to which the performance metric has been achieved. The performance metric is the relative performance of Company stock against the Xxxxxxx 2000 index [Applicable TSR Metric] (the “Index”) over a three-year period, with the target Company stock performance equivalent to the performance of the Xxxxxxx 2000 index Index over such period. To determine relative performance, the baseline metrics are the 90 trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last of the 90 trading days falling on November 14[_____________, 201220XX]. This 90 day average establishes both the Company baseline stock price (the “Company Baseline Stock Price”) and the Xxxxxxx 2000 Index baseline (the “Xxxxxxx 2000 Index Baseline”) against which future Company stock and Xxxxxxx 2000 Index performance will be compared. Next, the Company will measure the 90 trading day average closing price of the Company and the Xxxxxxx 2000 Index, as reported in The Wall Street Journal, or such other reliable source as is determined by the Administrator, in its sole discretion, with the last trading day of such 90-trading day period ending on November 13[_____________, 2015 20XX+3] (establishing both the “Company Closing Price” and the “Xxxxxxx 2000 Index Closing Price”). The Company will then measure Company performance by dividing the Company Closing Price by the Company Baseline Stock Price, with the quotient expressed as a percentage of the Company Baseline Stock Price (the “Company Percentage Performance”). The Company will then measure Xxxxxxx 2000 Index Performance over the same period by dividing the Xxxxxxx 2000 Index Closing Price by the Xxxxxxx 2000 Index Baseline with the quotient expressed as a percentage of the Xxxxxxx 2000 Index Baseline (the “Xxxxxxx 2000 Index Percentage Performance”). The Company will then subtract the Xxxxxxx 2000 Index Percentage Performance from the Company Percentage Performance, then add 100 to the result, with the final result constituting the relative Company performance as a percentage (the “Relative Performance Percentage”). If the Relative Performance Percentage is 50% or less, no RSUs shall vest. If the Relative Performance Percentage equals 51%, then 2% of the Target Amount shall vest. If the Relative Performance Percentage equals 70%, then 40% of the Target Amount shall vest. If the Relative Performance Percentage equals 100%, then the Target Amount shall vest. If the Relative Performance Percentage equals 150% or more, then 200% of the Target Amount shall vest (i.e., the Maximum Amount shall vest). Relative Performance Percentages shall result in incremental vesting on a straight-line basis within tiers based on full percentage Relative Performance Percentages as set forth below: 150% or greater Maximum Amount (200% Target Amount) Between 100% - 150% 100% Target Amount + 2% Target Amount for Every 1% Relative Performance Percentage above 100% 100% Target Amount Between 50% - 100% Target Amount - 2% Target Amount for Every 1% Relative Performance Percentage below 100% 50% 0% Target Amount The Company Closing Price shall be automatically adjusted to account for any Company stock split or similar change in capitalization effected without receipt of consideration by the Company set forth in Plan Section 19(a) in the same manner as set forth in Plan Section 19(a). In making determinations of the number of Shares that vest hereunder, all Relative Performance Percentage fractional percentages and Share numbers below .5 shall be rounded down to the nearest whole percentage or Share number, respectively and all Relative Performance Percentage fractional percentages and Share numbers of .5 or greater shall be rounded up to the nearest whole percentage or Share number, respectively. All vesting and delivery of Shares hereunder, except pursuant to assumed or substituted awards in a change of control as specified in the following paragraph, shall be subject to the prior written or electronic certification of the Compensation Committee of the Board as to the extent to which the applicable performance milestones have been achieved.