Common use of Earned Award Clause in Contracts

Earned Award. (a) An Award shall be Earned on the following schedule, provided that the Total Shareholder Return Requirement set forth below is satisfied. In the schedule below, Annual Total Shareholder Return Target is referred to as “AT”. First AT 25% Second (1 + AT)2 -1 50% (minus any percentage already earned) Third (1 + AT)3 -1 75% (minus any percentage already earned) Fourth (1 + AT)4 -1 100% (minus any percentage already earned) (b) In the event that the Total Shareholder Return Requirement on a Determination Date is not satisfied, but the Total Shareholder Return Requirement for a subsequent Determination Date is satisfied, that portion of the Award that previously was not Earned shall become Earned. By way of example, (i) in the event that the Total Shareholder Return for the first Determination Date is not satisfied, but at the second Determination Date, the Total Shareholder Return exceeds the Total Shareholder Return Requirement for such Determination Date, then 50% of the Award will be Earned; and (ii) in the event that the Total Shareholder Return for the First Determination Date is not satisfied and at the second Determination Date the Total Shareholder Return exceeds the Total Shareholder Return Requirement for the First Determination Date but is less than the Total Shareholder Return Requirement for the Second Determination Date, then none of the Award will be Earned at the Second Determination Date. (c) Once Earned pursuant to this Section 3 above, an Award shall remain Earned notwithstanding that the Total Shareholder Return subsequently decreases at any future Determination Date. For example, in the event that Total Shareholder Return at the Second Determination Date exceeds the Total Shareholder Return Requirement for such Determination Date, but at the Third Determination Date the Total Shareholder Return is less than the Total Shareholder Return Requirement for the Second Determination Date, 50% of the Award shall remain Earned.

Earned Award. (a) An Award shall be Earned on the following schedule, provided that the Total Shareholder Return Requirement set forth below is satisfied. In the schedule below, Annual Total Shareholder Return Target is referred to as “AT”. First AT __________ 25% Second (1 + AT)2 -1 __________ 50% (minus any percentage already earned) Third (1 + AT)3 -1 __________ 75% (minus any percentage already earned) Fourth (1 + AT)4 -1 __________ 100% (minus any percentage already earned) (b) In the event that the Total Shareholder Return Requirement on a Determination Date is not satisfied, but the Total Shareholder Return Requirement for a subsequent Determination Date is satisfied, that portion of the Award that previously was not Earned shall become Earnedbe deemed to have satisfied the Total Shareholder Return Requirement at such prior Determination Date. By way of example, (i) in the event that the Total Shareholder Return for the first Determination Date is not satisfied, but at the second Determination Date, the Total Shareholder Return exceeds the Total Shareholder Return Requirement for such Determination Date______, then 50% of the Award will be Earned; and (ii) in the event that the Total Shareholder Return for the First first Determination Date is not satisfied and at the second Determination Date the Total Shareholder Return exceeds the Total Shareholder Return Requirement for the First Determination Date ______% but is less than the Total Shareholder Return Requirement for the Second Determination Date______, then none of the Award will be Earned at the Second Determination Datesuch date. (c) Once Earned pursuant to this Section 3 above3(b), an Award shall remain Earned notwithstanding that the Total Shareholder Return subsequently decreases at any future Determination Date. For example, in the event that Total Shareholder Return at the Second Determination Date exceeds the Total Shareholder Return Requirement for such Determination Dateis ______%, but at the Third Determination Date the Total Shareholder Return is less than the Total Shareholder Return Requirement for the Second Determination Date______%, 50% of the Award shall remain Earned.