Common use of Performance Adjustment and Dividend Equivalents Clause in Contracts

Performance Adjustment and Dividend Equivalents. Subject to the discretion of the Committee, the number of RSUs granted under this Award may be adjusted by multiplying that number of RSUs set forth opposite the heading “Total Number of RSUs” on page 1 of this Award Agreement by a payout percentage (from 0% to 200%) based on the Company’s achievement of performance metrics relating to relative Total Shareholder Return and Return on Invested Capital during the 2007-2009 performance measurement period (the “Performance Adjustment”). The Performance Adjustment that will apply to the portion of the RSUs that settle on the First Settlement Date will be based on results of the performance metrics at the end of 2008. The Performance Adjustment that will apply to the portion of the RSUs that settle on the Second Settlement Date will be based on results of the performance metrics at the end of 2009. Each Performance Adjustment will be made as soon as practicable after the end of the 2008 and 2009 performance measurement periods. If the Company pays cash dividends on shares of its common stock while you hold the RSUs, you will be entitled to a dividend equivalent payment equal to the per share cash dividend paid on shares of the Company’s common stock multiplied by the number of Shares underlying your RSUs. This dividend equivalent will be paid to you as soon as practicable after each Performance Adjustment date or Settlement Date, as applicable. This dividend equivalent will be calculated by first adjusting your RSUs to reflect any Performance Adjustment and then applying the per share cash dividend rate for each dividend paid on shares of the Company’s common stock while you held the RSUs (assuming you had been granted the RSUs by the applicable record date for a particular dividend), as adjusted by the Performance Adjustment. After the Performance Adjustment is made, if cash dividends are paid on the underlying Shares, you will receive dividend equivalents for your RSUs held on the dividend record date as soon as practicable after the cash dividends are paid. If non-cash dividends are paid on the underlying Shares and you hold RSUs on the dividend record date, the vesting and delivery date of the non-cash dividend will be the same as the Settlement Date of the RSUs to which the underlying Shares are attributable.

Performance Adjustment and Dividend Equivalents. Subject to the discretion of the Committee, the number of RSUs granted under this Award may be adjusted by multiplying that number of RSUs set forth opposite the heading “Total Number of RSUs” on page 1 of this Award Agreement by a payout percentage (from 0% to 200%) based on the Company’s achievement of performance metrics financial objectives during the 2006 calendar year relating to relative Total Shareholder Return revenues and Return on Invested Capital during the 2007-2009 performance measurement period operating income before depreciation and amortization (“OIBDA”) (the “Performance Adjustment”). The Performance Adjustment that will apply to the portion of the RSUs that settle on the First Settlement Date will be based on results of the performance metrics at the end of 2008. The Performance Adjustment that will apply to the portion of the RSUs that settle on the Second Settlement Date will be based on results of the performance metrics at the end of 2009. Each Performance Adjustment will be made as soon as practicable after the end of the 2008 and 2009 performance measurement periods2006 calendar year. If the Company pays cash dividends on shares of its common stock while you hold the RSUs, you will be entitled to a dividend equivalent payment equal to the per share cash dividend paid on shares of the Company’s common stock multiplied by the number of Shares underlying your RSUs. This dividend equivalent will be paid to you as soon as practicable after each the Performance Adjustment date or Settlement Date, as applicableAdjustment. This dividend equivalent will be calculated by first adjusting your RSUs to reflect any the Performance Adjustment and then applying the per share cash dividend rate for each dividend paid on shares of the Company’s common stock while you held the RSUs (assuming you had been granted the RSUs by the applicable record date for a particular dividend), as adjusted by the Performance Adjustment. After the Performance Adjustment is made, if cash dividends are paid on the underlying Shares, you will receive dividend equivalents for your RSUs held on the dividend record date as soon as practicable after the cash dividends are paid. If non-cash dividends are paid on the underlying Shares and you hold RSUs on the dividend record date, the vesting and delivery date of the non-cash dividend will be the same as the Settlement Date of the RSUs to which the underlying Shares are attributable.

Performance Adjustment and Dividend Equivalents. Subject to the discretion of the Committee, the number of RSUs granted payable under this Award may shall be adjusted determined by multiplying that number of RSUs set forth opposite the heading “Total Number of RSUs” on page 1 of this Award Agreement by a payout percentage (from 0% to 200%) based on the Company’s achievement of performance metrics relating to relative Total Shareholder Return and Return on Invested Capital Economic Value Added during the 2007-2009 - performance measurement period (the “Performance Adjustment”). The Performance Adjustment that will apply to the portion of the RSUs that settle on the First Settlement Date will be based on results of the performance metrics at the end of 2008. The Performance Adjustment that will apply to the portion of the RSUs that settle on the Second Settlement Date will be based on results of the performance metrics at the end of 2009. Each Performance Adjustment and will be made as soon as practicable after the end of the 2008 and 2009 performance measurement periodsperiod. If the Company pays cash dividends on shares of its common stock Shares while you hold the RSUs, you will be entitled to a dividend equivalent payment equal to the per share cash dividend paid on shares of the Company’s common stock Shares multiplied by the number of Shares underlying your RSUs. This dividend equivalent will be paid to you as soon as practicable after each the Performance Adjustment date or Settlement Date, as applicable. This dividend equivalent will be calculated by first adjusting your RSUs to reflect any Performance Adjustment and then applying the per share cash dividend rate for each dividend paid on shares of the Company’s common stock Shares while you held the RSUs (assuming you had been granted the RSUs by the applicable record date for a particular dividend), as adjusted by the Performance Adjustment. After the Performance Adjustment is made, if cash dividends are paid on the underlying Shares, you will receive dividend equivalents for your RSUs held on the dividend record date as soon as practicable within 30 days after the cash dividends are paid. If non-cash dividends are paid on the underlying Shares and you hold RSUs on the dividend record date, the vesting and delivery date of the non-cash dividend will be the same as the Settlement Date of the RSUs to which the underlying Shares are attributable.