Common use of Average TSR Clause in Contracts

Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: Average indexed performance = Σ (xq / x) where: x = share price at beginning of performance period (measured by closing price on the last trading day preceding the beginning of the performance period) xq = closing share price at the end of each quarter (adjusted for dividends paid, where the dividend payment date is the ex-dividend date) q = quarter number (1 through 12) (x) (xq / x) 1/1/2014 $20.00 3/31/2014 $22.00 110.0 6/30/2014 $24.00 120.0 9/30/2014 $21.00 105.0 12/31/2014 $20.00 100.0 3/31/2015 $18.00 90.0 6/30/2015 $22.00 110.0 9/30/2015 $25.00 125.0 12/31/2015 $28.00 140.0 3/31/2016 $31.00 155.0 6/30/2016 $33.00 165.0 9/30/2016 $30.00 150.0 12/31/2016 $28.00 140.0 Σ (xq / x) = 1,510.0 Σ (xq / x) = 125.8 * Share price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date.

Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: q=12 Average indexed performance = Σ S (xq / x/x) q=1 where: x = share price at beginning of performance period (measured by closing price on the last trading day preceding the beginning of the performance period) xq = closing share price at the end of each quarter (adjusted for dividends paid, where the dividend payment date is the ex-dividend date) q = quarter number (1 through 12) (x) (xq / x/x) 1/1/2014 $1/1/2011 $ 20.00 3/31/2014 $3/31/2011 $ 22.00 110.0 6/30/2014 $6/30/2011 $ 24.00 120.0 9/30/2014 $9/30/2011 $ 21.00 105.0 12/31/2014 $12/31/2011 $ 20.00 100.0 3/31/2015 $3/31/2012 $ 18.00 90.0 6/30/2015 $6/30/2012 $ 22.00 110.0 9/30/2015 $9/30/2012 $ 25.00 125.0 12/31/2015 $12/31/2012 $ 28.00 140.0 3/31/2016 $3/31/2013 $ 31.00 155.0 6/30/2016 $6/30/2013 $ 33.00 165.0 9/30/2016 $9/30/2013 $ 30.00 150.0 12/31/2016 $12/31/2013 $ 28.00 140.0 Σ S (xq / x/x) = 1,510.0 Σ S (xq / x/x) = 125.8 * Share price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date.

Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: Average indexed performance = Σ (xq / x) where: x = share price at beginning of performance period calendar year in which the applicable calendar quarter occurs (measured by closing price on the last trading day preceding the beginning of the performance periodsuch calendar year) xq = closing share price at the end of each quarter (adjusted for dividends paid, where the dividend payment date is the ex-dividend date) q = quarter number (1 through 12) (x) (xq / x) 1/1/2014 1/1/2015 $20.00 3/31/2014 3/31/2015 $22.00 110.0 6/30/2014 110 6/30/2015 $24.00 120.0 9/30/2014 120 9/30/2015 $21.00 105.0 12/31/2014 105 12/31/2015 $20.00 100.0 3/31/2015 100 3/31/2016 $18.00 90.0 6/30/2015 90 6/30/2016 $22.00 110.0 9/30/2015 110 9/30/2016 $25.00 125.0 12/31/2015 $28.00 140.0 3/31/2016 $31.00 155.0 6/30/2016 $33.00 165.0 9/30/2016 $30.00 150.0 125 12/31/2016 $28.00 140.0 140 3/31/2017 $31.00 110.7 6/30/2017 $33.00 117.9 9/30/2017 $30.00 107.1 12/31/2017 $28.00 100 Σ (xq / x) = 1,510.0 1,335.7 Σ (xq / x) = 125.8 111.3 * Share price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date.

Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: Average indexed performance = Σ (xq / x) where: x = share price at beginning of performance period (measured by closing price on the last trading day preceding the beginning of the performance period) xq = closing share price at the end of each quarter (adjusted for dividends paid, where the dividend payment date is the ex-dividend date) q = quarter number (1 through 12) (x) (xq / x) 1/1/2014 1/1/2012 $20.00 3/31/2014 3/31/2012 $22.00 110.0 6/30/2014 6/30/2012 $24.00 120.0 9/30/2014 9/30/2012 $21.00 105.0 12/31/2014 12/31/2012 $20.00 100.0 3/31/2015 3/31/2013 $18.00 90.0 6/30/2015 6/30/2013 $22.00 110.0 9/30/2015 9/30/2013 $25.00 125.0 12/31/2015 12/31/2013 $28.00 140.0 3/31/2016 3/31/2014 $31.00 155.0 6/30/2016 6/30/2014 $33.00 165.0 9/30/2016 9/30/2014 $30.00 150.0 12/31/2016 12/31/2014 $28.00 140.0 Σ (xq / x) = 1,510.0 Σ (xq / x) = 125.8 * Share price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date.

Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: Average indexed performance = Σ (xq / x) where: x = share price at beginning of performance period (measured by closing price on the last trading day preceding the beginning of the performance period) xq = closing share price at the end of each quarter (adjusted for dividends paid, where the dividend payment date is the ex-dividend date) q = quarter number (1 through 12) (x) (xq / x) 1/1/2014 1/1/2013 $20.00 3/31/2014 3/31/2013 $22.00 110.0 6/30/2014 6/30/2013 $24.00 120.0 9/30/2014 9/30/2013 $21.00 105.0 12/31/2014 12/31/2013 $20.00 100.0 3/31/2015 3/31/2014 $18.00 90.0 6/30/2015 6/30/2014 $22.00 110.0 9/30/2015 9/30/2014 $25.00 125.0 12/31/2015 12/31/2014 $28.00 140.0 3/31/2016 3/31/2015 $31.00 155.0 6/30/2016 6/30/2015 $33.00 165.0 9/30/2016 9/30/2015 $30.00 150.0 12/31/2016 12/31/2015 $28.00 140.0 Σ (xq / x) = 1,510.0 Σ (xq / x) = 125.8 * Share price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date.

Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: Average indexed performance = Σ S (xq / x/x) where: x = share price at beginning of performance period (measured by closing price on the last trading day preceding the beginning of the performance period) xq = closing share price at the end of each quarter (adjusted for dividends paid, where the dividend payment date is the ex-dividend date) q = quarter number (1 through 12) Date Share price * (x) Index (xq / x) 1/1/2014 $1/1/2010 $ 20.00 3/31/2014 $3/31/2010 $ 22.00 110.0 6/30/2014 $6/30/2010 $ 24.00 120.0 9/30/2014 $9/30/2010 $ 21.00 105.0 12/31/2014 $12/31/2010 $ 20.00 100.0 3/31/2015 $3/31/2011 $ 18.00 90.0 6/30/2015 $6/30/2011 $ 22.00 110.0 9/30/2015 $9/30/2011 $ 25.00 125.0 12/31/2015 $12/31/2011 $ 28.00 140.0 3/31/2016 $3/31/2012 $ 31.00 155.0 6/30/2016 $6/30/2012 $ 33.00 165.0 9/30/2016 $9/30/2012 $ 30.00 150.0 12/31/2016 $12/31/2012 $ 28.00 140.0 Σ q=12 S (xq / x) = 1,510.0 Σ q=1 q=12 S (xq / x) = 125.8 q=1 12 * Share price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date.