Common use of How to Determine the Specific Performance Goals Clause in Contracts

How to Determine the Specific Performance Goals. The Committee has the absolute discretion to determine, and its determination shall be binding on the 8 Recipient with respect to, any of the following: • “Adjusted Shares” means (A) the number of the PRSU Shares that is equal to 100% of the number of the Target PRSU Shares, if the Company achieves its company-wide operating profit goal for the Measurement Period as decided by the Committee; or (B) 0, if the Company does not achieve its company-wide 2019 operating profit goal as decided by the Committee. (C). Representative Example. Without prejudicing any of the foregoing, including the Committee’s absolute discretion under Section (B) above, the parties agree on the following representative (and non-exhaustive) example for the Specific Performance 9 Goals: If the number of the Target PRSU Shares is 100 shares, then the number of the PRSU Shares is 100 shares. Under this example, if the Company achieves its company-wide operating profit goal for the Measurement Period as decided by the Committee, then the number of the Adjusted Shares is 100 shares. As a result, the number of the Vested Shares is 100 shares, and 25 shares will vest on each of the Vesting Start Date and the first, second and third anniversaries of the Vesting Start Date. 8 Subject to Section 2(A)(z) of this Agreement, in case of a Sale Event during the Measurement Period, the Specific Performance Goals hereunder shall continue to apply to the PRSUs assumed, continued or substituted upon the Sale Event. 9 No fractional shares will be issued or delivered pursuant to any Award, and therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the Committee. As a result, the decimal fractions of the number of the Vested Shares presented in the examples below are rounded down to the nearest whole number. Exhibit A - 1 01435\040\8330619.v3

How to Determine the Specific Performance Goals. The Committee has the absolute discretion to determine, and its determination shall be binding on the 8 Recipient with respect to, any of the following: • “Adjusted Shares” means (A) the number of the PRSU Shares that is equal to 100% of the number of the Target PRSU Shares, if the Company Recipient’s branch achieves its companybranch-wide operating profit goal for the Measurement Period as decided by the Committee; or (B) 0, if the Company Recipient’s branch does not achieve its companybranch-wide 2019 operating profit goal as decided by the Committee. (C). Representative Example. Without prejudicing any of the foregoing, including the Committee’s absolute discretion under Section (B) above, the parties agree on the following representative (and non-exhaustive) example for the Specific Performance 9 Goals: If the number of the Target PRSU Shares is 100 shares, then the number of the PRSU Shares is 100 shares. Under this example, if the Company Recipient’s branch achieves its companybranch-wide operating profit goal for the Measurement Period as decided by the Committee, then the number of the Adjusted Shares is 100 shares. As a result, the number of the Vested Shares is 100 shares, and 25 shares will vest on each of the Vesting Start Date and the first, second and third anniversaries of the Vesting Start Date. 8 Subject to Section 2(A)(z) of this Agreement, in case of a Sale Event during the Measurement Period, the Specific Performance Goals hereunder shall continue to apply to the PRSUs assumed, continued or substituted upon the Sale Event. 9 No fractional shares will be issued or delivered pursuant to any Award, and therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the Committee. As a result, the decimal fractions of the number of the Vested Shares presented in the examples below are rounded down to the nearest whole number. Exhibit A - 1 01435\040\8330619.v301435\040\8330589.v3

How to Determine the Specific Performance Goals. The Committee has the absolute discretion to determine, and its determination shall be binding on the 8 Recipient with respect to, any of the following: • following:8  “Adjusted Shares” means (A) the number of the PRSU Shares that is equal to 100% of the number of the Target PRSU Shares, if the Company achieves its company-wide operating profit goal for the Measurement Period as decided by the Committee; or (B) 0, if the Company does not achieve its company-wide 2019 2018 operating profit goal as decided by the Committee. (C). Representative Example. Without prejudicing any of the foregoing, including the Committee’s absolute discretion under Section (B) above, the parties agree on the following representative (and non-exhaustive) example for the Specific Performance 9 Goals: Goals:9 If the number of the Target PRSU Shares is 100 shares, then the number of the PRSU Shares is 100 shares. Under this example, if the Company achieves its company-wide operating profit goal for the Measurement Period as decided by the Committee, then the number of the Adjusted Shares is 100 shares. As a result, the number of the Vested Shares is 100 shares, and 25 shares will vest on each of the Vesting Start Date and the first, second and third anniversaries of the Vesting Start Date. 8 Subject to Section 2(A)(z) of this Agreement, in case of a Sale Event during the Measurement Period, the Specific Performance Goals hereunder shall continue to apply to the PRSUs assumed, continued or substituted upon the Sale Event. 9 No fractional shares will be issued or delivered pursuant to any Award, and therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the Committee. As a result, the decimal fractions of the number of the Vested Shares presented in the examples below are rounded down to the nearest whole number. Exhibit A - 1 01435\040\8330619.v3.

How to Determine the Specific Performance Goals. The Committee has the absolute discretion to determine, and its determination shall be binding on the 8 Recipient with respect to, any of the following: • following:8  “Adjusted Shares” means (A) the number of the PRSU Shares that is equal to 100% of the number of the Target PRSU Shares, if the Company Recipient’s branch achieves its companybranch-wide operating profit goal for the Measurement Period as decided by the Committee; or (B) 0, if the Company Recipient’s branch does not achieve its companybranch-wide 2019 2018 operating profit goal as decided by the Committee. (C). Representative Example. Without prejudicing any of the foregoing, including the Committee’s absolute discretion under Section (B) above, the parties agree on the following representative (and non-exhaustive) example for the Specific Performance 9 Goals: Goals:9 If the number of the Target PRSU Shares is 100 shares, then the number of the PRSU Shares is 100 shares. Under this example, if the Company Recipient’s branch achieves its companybranch-wide operating profit goal for the Measurement Period as decided by the Committee, then the number of the Adjusted Shares is 100 shares. As a result, the number of the Vested Shares is 100 shares, and 25 shares will vest on each of the Vesting Start Date and the first, second and third anniversaries of the Vesting Start Date. 8 Subject to Section 2(A)(z) of this Agreement, in case of a Sale Event during the Measurement Period, the Specific Performance Goals hereunder shall continue to apply to the PRSUs assumed, continued or substituted upon the Sale Event. 9 No fractional shares will be issued or delivered pursuant to any Award, and therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the Committee. As a result, the decimal fractions of the number of the Vested Shares presented in the examples below are rounded down to the nearest whole number. Exhibit A - 1 01435\040\8330619.v3.