Common use of Determination of Number of Shares Earned Clause in Contracts

Determination of Number of Shares Earned. The number of Shares earned, if any, for the Performance Period shall be determined in accordance with the following formula: # of Shares = Payout Percentage X Target Award The "Payout Percentage" is based on the Company's total shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "Percentile Rank") for the Performance Period, determined in accordance with the following table: Percentile Rank Payout Percentage(% of Target Award) 75th or higher 200% 50th 100% 25th 20% less than 25th 0% If the Company achieves a Percentile Rank between the 25th and 50th percentiles, the Payout Percentage shall be equal to 20%, plus 3.2% for each Percentile Rank whole percentage above the 25th percentile. If the Company achieves a Percentile Ranking between the 50th and 75th percentiles, the Payout Percentage shall be equal to 100%, plus 4.0% for each Percentile Rank whole percentage above the 50th percentile. If the Company’s TSR for the Performance Period is negative, the number of shares otherwise earned, if any, for the Performance Period will be reduced in accordance with the following table: TSR Reduction In Award 0% through -5% 50% -5.01% through -10% 60% -10.01% through -15% 70% -15.01% through -20% 80% -20.01% through -25% 90% -25.01% or below 100% The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR. The formula for calculating the Percentile Rank follows: Percentile Rank = (n - r + 1)/n x 100 Where: n = total number of companies in the Peer Group, including the Company r = the numeric rank of the Company's TSR relative to the Peer Group, where the highestreturn in the group is ranked number 1 To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 20 companies, its Percentile Rank would be 90. The calculation is: (20 - 3 + 1)/20 x 100 = 90. The Percentile Rank shall be rounded to the nearest whole percentage. If the common stock of a company in the Peer Group ceases to be traded during the Performance Period, the company will be deleted from the Peer Group. Percentile Rank will be calculated without regard to the return of the deleted company. If the Company or a company in the Peer Group spins off a segment of its business, the shares of the spun-off entity will be treated as a cash dividend that is reinvested in the Company or the company in the Peer Group. Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the performance period through the last trading day in the final year of the performance period. It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid. All Performance Shares that are not earned for the Performance Period shall be forfeited.

Determination of Number of Shares Earned. The number of Shares earned, if any, for the Performance Period shall be determined in accordance with the following formula: # of Shares = Payout Percentage X Target Award The "“Payout Percentage" ” is based on the Company's total shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "“Percentile Rank"”) for the Performance Period, determined in accordance with the following table: Percentile Rank Payout Percentage(% Percentage (% of Target Award) 100th 200% 75th or higher 200150% 50th 100% 25th 2040th 10% less than 25th 40th 0% If the Company achieves a Percentile Rank Ranking between the 25th 40th and 50th percentiles, the Payout Percentage shall be equal to 2010%, plus 3.29% for each Percentile Rank whole percentage above the 25th 40th percentile. If the Company achieves a Percentile Ranking between the 50th and 75th 100th percentiles, the Payout Percentage shall be equal to 100%, plus 4.02% for each Percentile Rank whole percentage above the 50th percentile. If the Company’s TSR for the Performance Period is negative, the number of shares otherwise earned, if any, for the Performance Period will be reduced in accordance with the following table: TSR Reduction In Award 0% through -5% 50% -5.01% through -10% 60% -10.01% through -15% 70% -15.01% through -20% 80% -20.01% through -25% 90% -25.01% or below 100% The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR. The formula for calculating the Percentile Rank follows: Percentile Rank = (n - r + 1)/n x 100 Where: n = total number of companies in the Peer Group, including the Company r = the numeric rank of the Company's TSR relative to the Peer Group, where the highestreturn highest return in the group is ranked number 1 To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 20 26 companies, its Percentile Rank would be 9092. The calculation is: (20 26 - 3 + 1)/20 1)/26 x 100 = 9092. The Percentile Rank shall be rounded to the nearest whole percentage. If the common stock of a company in the Peer Group ceases to be traded during the Performance Period, the company will be deleted from the Peer Group. Percentile Rank will be calculated without regard to the return of the deleted company. If the Company or a company in the Peer Group spins off a segment of its business, the shares of the spun-off entity will be treated as a cash dividend that is reinvested in the Company or the company in the Peer Group. Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the performance period through the last trading day in the final year of the performance period. It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid. All Performance Shares that are not earned for the Performance Period shall be forfeited.

Determination of Number of Shares Earned. The number of Shares earned, if any, for the Performance Period shall be determined in accordance with the following formula: # of Shares = Payout Percentage X Target Award The "Payout Percentage" is based on the Company's total shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "Percentile Rank") for the Performance Period, determined in accordance with the following table: Percentile Rank Payout Percentage(% Percentage (% of Target Award) 75th 90th or higher 200% 70th 150% 50th 100% 25th 2040th 10% less than 25th 40th 0% If the Company achieves a Percentile Rank Ranking between the 25th 40th and 50th percentiles, the Payout Percentage shall be equal to 2010%, plus 3.29% for each Percentile Rank whole percentage above the 25th 40th percentile. If the Company achieves a Percentile Ranking between the 50th and 75th 90th percentiles, the Payout Percentage shall be equal to 100%, plus 4.02-1/2% for each Percentile Rank whole percentage above the 50th percentile. If the Company’s TSR for the Performance Period is negative, the number of shares otherwise earned, if any, for the Performance Period will be reduced in accordance with the following table: TSR Reduction In Award 0% through -5% 50% -5.01% through -10% 60% -10.01% through -15% 70% -15.01% through -20% 80% -20.01% through -25% 90% -25.01% or below 100% The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR. The formula for calculating the Percentile Rank follows: Percentile Rank = (n - r + 1)/n x 100 Where: n = total number of companies in the Peer Group, including the Company r = the numeric rank of the Company's TSR relative to the Peer Group, where the highestreturn in the group is ranked number 1 To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 20 companies, its Percentile Rank would be 90. The calculation is: (20 - 3 + 1)/20 x 100 = 90. The Percentile Rank shall be rounded to the nearest whole percentage. If the common stock of a company in the Peer Group ceases to be traded during the Performance Period, the company will be deleted from the Peer Group. Percentile Rank will be calculated without regard to the return of the deleted company. If the Company or a company in the Peer Group spins off a segment of its business, the shares of the spun-off entity will be treated as a cash dividend that is reinvested in the Company or the company in the Peer Group. Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the performance period through the last trading day in the final year of the performance period. It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid. All Performance Shares that are not earned for the Performance Period shall be forfeited.:

Determination of Number of Shares Earned. The number of Shares earned, if any, for the Performance Period shall be determined in accordance with the following formula: # of Shares = Payout Percentage X Target Award The "Payout Percentage" is based on the Company's total shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "Percentile Rank") for the Performance Period, determined in accordance with the following table: Percentile Rank Payout Percentage(% of Target Award) 75th or higher 200% 50th 100% 25th 20% less than 25th 0% If the Company achieves a Percentile Rank between the 25th and 50th percentiles, the Payout Percentage shall be equal to 20%, plus 3.2% for each Percentile Rank whole percentage above the 25th percentile. If the Company achieves a Percentile Ranking between the 50th and 75th percentiles, the Payout Percentage shall be equal to 100%, plus 4.0% for each Percentile Rank whole percentage above the 50th percentile. If the Company’s TSR for the Performance Period is negative, the number of shares otherwise earned, if any, for the Performance Period will be reduced in accordance with the following table: TSR Reduction In Award 0% through -5% 50% -5.01% through -10% 60% -10.01% through -15% 70% -15.01% through -20% 80% -20.01% through -25% 90% -25.01% or below 100% The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR. The formula for calculating the Percentile Rank follows: Percentile Rank = (n - r + 1)/n x 100 Where: n = total number of companies in the Peer Group, including the Company r = the numeric rank of the Company's TSR relative to the Peer Group, where the highestreturn in the group is ranked number 1 To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 20 23 companies, its Percentile Rank would be 9091. The calculation is: (20 23 - 3 + 1)/20 1)/23 x 100 = 9091. The Percentile Rank shall be rounded to the nearest whole percentage. If the common stock of a company in the Peer Group ceases to be traded during the Performance Period, the company will be deleted from the Peer Group. Percentile Rank will be calculated without regard to the return of the deleted company. If the Company or a company in the Peer Group spins off a segment of its business, the shares of the spun-off entity will be treated as a cash dividend that is reinvested in the Company or the company in the Peer Group. Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the performance period through the last trading day in the final year of the performance period. It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid. All Performance Shares that are not earned for the Performance Period shall be forfeited.

Determination of Number of Shares Earned. The number of Shares earned, if any, for the Performance Period shall be determined in accordance with the following formula: # of Shares = Payout Percentage X Target Award The "Payout Percentage" is based on the Company's total shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "Percentile Rank") for the Performance Period, determined in accordance with the following table: Percentile Rank Payout Percentage(% Percentage (% of Target Award) 75th 90th or higher 200% 70th 150% 50th 100% 25th 2040th 10% less than 25th 40th 0% If the Company achieves a Percentile Rank Ranking between the 25th 40th and 50th percentiles, the Payout Percentage shall be equal to 2010%, plus 3.29% for each Percentile Rank whole percentage above the 25th 40th percentile. If the Company achieves a Percentile Ranking between the 50th and 75th 90th percentiles, the Payout Percentage shall be equal to 100%, plus 4.02-1/2% for each Percentile Rank whole percentage above the 50th percentile. If the Company’s TSR for the Performance Period is negative, the number of shares otherwise earned, if any, for the Performance Period will be reduced reduced. The amount of the reduction, as determined by the Committee in accordance with the following table: TSR Reduction In Award 0% through -5% its sole discretion, will range from a 50% -5.01% through -10% 60% -10.01% through -15% 70% -15.01% through -20% 80% -20.01% through -25% 90% -25.01% or below reduction to a 100% reduction (down to zero) of the number of shares otherwise earned. The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR. The formula for calculating the Percentile Rank follows: Percentile Rank = (n - r + 1)/n x 100 Where: n = total number of companies in the Peer Group, including the Company r = the numeric rank of the Company's TSR relative to the Peer Group, where the highestreturn in the group is ranked number 1 To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 20 companies, its Percentile Rank would be 90. The calculation is: (20 - 3 + 1)/20 x 100 = 90. The Percentile Rank shall be rounded to the nearest whole percentage. If the common stock of a company in the Peer Group ceases to be traded during the Performance Period, the company will be deleted from the Peer Group. Percentile Rank will be calculated without regard to the return of the deleted company. If the Company or a company in the Peer Group spins off a segment of its business, the shares of the spun-off entity will be treated as a cash dividend that is reinvested in the Company or the company in the Peer Group. Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the performance period through the last trading day in the final year of the performance period. It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid. All Performance Shares that are not earned for the Performance Period shall be forfeited.:

Determination of Number of Shares Earned. The number of Shares earned, if any, for the Performance Period shall be determined in accordance with the following formula: # of Shares = Payout Percentage X Target Award The "Payout Percentage" is based on the Company's total shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "Percentile Rank") for the Performance Period, determined in accordance with the following table: Percentile Rank Payout Percentage(% of Target Award) 75th or higher 200% 50th 100% 25th 20% less than 25th 0% If the Company achieves a Percentile Rank between the 25th and 50th percentiles, the Payout Percentage shall be equal to 20%, plus 3.2% for each Percentile Rank whole percentage above the 25th percentile. If the Company achieves a Percentile Ranking between the 50th and 75th percentiles, the Payout Percentage shall be equal to 100%, plus 4.0% for each Percentile Rank whole percentage above the 50th percentile. If the Company’s TSR for the Performance Period is negative, the number of shares otherwise earned, if any, for the Performance Period will be reduced in accordance with the following table: TSR Reduction In Award 0% through -5% 50% -5.01% through -10% 60% -10.01% through -15% 70% -15.01% through -20% 80% -20.01% through -25% 90% -25.01% or below 100% The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR. The formula for calculating the Percentile Rank follows: Percentile Rank = (n - r + 1)/n x 100 Where: n = total number of companies in the Peer Group, including the Company r = the numeric rank of the Company's TSR relative to the Peer Group, where the highestreturn highest return in the group is ranked number 1 To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 20 23 companies, its Percentile Rank would be 9091. The calculation is: (20 23 - 3 + 1)/20 1)/23 x 100 = 9091. The Percentile Rank shall be rounded to the nearest whole percentage. If the common stock of a company in the Peer Group ceases to be traded during the Performance Period, the company will be deleted from the Peer Group. Percentile Rank will be calculated without regard to the return of the deleted company. If the Company or a company in the Peer Group spins off a segment of its business, the shares of the spun-off entity will be treated as a cash dividend that is reinvested in the Company or the company in the Peer Group. Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the performance period through the last trading day in the final year of the performance period. It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid. All Performance Shares that are not earned for the Performance Period shall be forfeited.

Determination of Number of Shares Earned. The Subject to the provisions of Section 2B below, the number of Shares earned, if any, for the Performance Period shall be determined in accordance with the following formula: # of Shares = Payout Percentage X Target Award The "Payout Percentage" is based on the Company's total shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "Percentile Rank") for the Performance Period, determined in accordance with the following table: Percentile Rank Payout Percentage(% of Target Award) 75th or higher 200% 50th 100% 25th 20% less than 25th 0% If the Company achieves a Percentile Rank between the 25th and 50th percentiles, the Payout Percentage shall be equal to 20%, plus 3.2% for each Percentile Rank whole percentage above the 25th percentile. If the Company achieves a Percentile Ranking between the 50th and 75th percentiles, the Payout Percentage shall be equal to 100%, plus 4.0% for each Percentile Rank whole percentage above the 50th percentile. If the Company’s TSR for the Performance Period is negative, the number of shares otherwise earned, if any, for the Performance Period will be reduced in accordance with the following table: TSR Reduction In Award 0% through -5% 50% -5.01% through -10% 60% -10.01% through -15% 70% -15.01% through -20% 80% -20.01% through -25% 90% -25.01% or below 100% The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR. The formula for calculating the Percentile Rank follows: Percentile Rank = (n - r + 1)/n x 100 Where: n = total number of companies in the Peer Group, including the Company r = the numeric rank of the Company's TSR relative to the Peer Group, where the highestreturn in the group is ranked number 1 To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 20 23 companies, its Percentile Rank would be 9091. The calculation is: (20 23 - 3 + 1)/20 1)/23 x 100 = 9091. The Percentile Rank shall be rounded to the nearest whole percentage. If the common stock of a company in the Peer Group ceases to be traded during the Performance Period, the company will be deleted from the Peer Group. Percentile Rank will be calculated without regard to the return of the deleted company. If the Company or a company in the Peer Group spins off a segment of its business, the shares of the spun-off entity will be treated as a cash dividend that is reinvested in the Company or the company in the Peer Group. Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the performance period through the last trading day in the final year of the performance period. It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid. All Performance Shares that are not earned for the Performance Period shall be forfeited.