Common use of EPS Condition Clause in Contracts

EPS Condition. It shall be a condition to the vesting of the Performance Cash Incentive Award that the Compound Annual Growth Rate (“CAGR”) of the Company’s earnings per share (as defined below) during the three-year period beginning on January 1, 2011, and ending on December 31, 2013 (“EPS Performance Period”) equal at least seven and one-half percent (7.5%) (the “EPS Condition”). The CAGR of the Company’s earnings per share for the EPS Performance Period shall be determined by comparison of the earnings per share for the Company’s fiscal year ending December 31, 2010, that is, $1.12 per share, to the sum of the earnings per share for the Company’s fiscal years ending December 31, 2011, 2012, and 2013, which must equal or exceed $3.88 per share in order for the EPS Condition to be satisfied, as illustrated by the schedule (the “EPS Condition Schedule”) attached hereto. For purposes of this Agreement, the Company’s earnings per share shall be calculated in accordance with generally accepted accounting principles recognized in the United States of America (“GAAP”), except that such calculation shall be (i) without regard to the impact of the line item in the Company’s income statement filed as part of the Company’s Annual Report on Form 10-K relating to earn-out payments associated with acquisitions captioned “Change in estimated acquisition earnout payables,” required by Accounting Standards Codification Topic 805 - Business Combinations, or any comparable or equivalent amount reported in future filings pursuant to future accounting rule requirements, and (ii) subject to adjustment for such items (for example, extraordinary, nonrecurring items) as, in the sole and absolute discretion of the Committee, are determined to be appropriately disregarded for all executives whose agreements include an EPS Condition. Any such adjustment made by the Committee shall be final and binding upon the Executive, the Company, their respective heirs, administrators, personal representatives, successors, assigns, and all other interested persons. If the EPS Condition is satisfied, the Performance Cash Incentive Award shall be earned upon written certification by the Committee of the satisfaction of the EPS Condition, subject to the provisions of Section 2.1(b) (“Employment Condition”) and Section 2.1(c) (“Restrictive Covenant Condition”), below. If the EPS Condition is not satisfied, then the Performance Cash Incentive Award shall be forfeited.

EPS Condition. It shall be a condition to the vesting of the Performance Cash Incentive Award Shares in Vesting Category 1 and Vesting Category 2 that the Compound Annual Growth Rate (“CAGR”) of the Company’s earnings per share (as defined below) during the threefive-year period beginning on January 1, 2011, and ending on December 31, 2013 2015 (“EPS Performance Period”) equal at least seven and one-half percent (7.5%) (the “EPS Condition”). The CAGR of the Company’s earnings per share for the EPS Performance Period shall be determined by comparison of the earnings per share for the Company’s fiscal year ending December 31, 2010, that is, $1.12 per share, to the sum of the earnings per share for the Company’s fiscal years ending December 31, 2011, 2012, 2013, 2014 and 20132015, which must equal or exceed $3.88 6.99 per share in order for the EPS Condition to be satisfied, as illustrated by the schedule (the “Senior Leader EPS Condition Schedule”) attached hereto. For purposes of this Agreement, the Company’s earnings per share shall be calculated in accordance with generally accepted accounting principles recognized in the United States of America (“GAAP”), except that such calculation shall be (i) without regard to the impact of the line item in the Company’s income statement filed as part of the Company’s Annual Report on Form 10-K relating to earn-out payments associated with acquisitions captioned “Change in estimated acquisition earnout payables,” required by Accounting Standards Codification Topic 805 - Business Combinations, or any comparable or equivalent amount reported in future filings pursuant to future accounting rule requirements, and (ii) subject to adjustment for such items (for example, extraordinary, nonrecurring items) as, in the sole and absolute discretion of the Committee, are determined to be appropriately disregarded for all executives grantees whose agreements include an EPS Condition. Any such adjustment made by the Committee shall be final and binding upon the ExecutiveGrantee, the Company, their respective heirs, administrators, personal representatives, successors, assigns, and all other interested persons. If the EPS Condition is satisfied, one hundred percent (100%) of the Performance Cash Incentive Award Shares shall be earned awarded upon written certification by the Committee of the satisfaction of the EPS Condition, subject to the provisions of Section 2.1(b2.2(c) (“Employment Condition”) and Section 2.1(c) (“Restrictive Covenant ConditionConditions”), below. If the EPS Condition is not satisfied, then one hundred percent (100%) of the Performance Cash Incentive Award Shares shall be forfeited.