Common use of Performance-Based Right to Payment Clause in Contracts

Performance-Based Right to Payment. (a) The payment of Shares with respect to the Performance Shares is contingent on the Company’s attainment of Operating Margin Percentage relative to its Peer Group as set forth in Section 2.2(b) below (the “Performance Goals”). Accordingly, Participant will not become entitled to payment with respect to the Performance Shares unless and until the Administrator determines whether and to what extent the Performance Goals have been attained. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, Participant shall be entitled to payment of that portion of the Performance Shares as corresponds to the Performance Goals attained (as determined by the Administrator in its sole discretion) as set forth in Section 2.2(b) below. (b) Subject to Participant’s continued employment in active service with the Company from the Grant Date through the Valuation Date, the number of Shares that shall be issued pursuant to the Performance Shares shall be determined as of the Valuation Date, based on the Company’s Adjusted Operating Margin Percentage relative to the Adjusted Operating Margin Percentage of the Peer Companies, as shown in the chart below. The number of Shares to be issued to Participant shall be the Target Number of Performance Shares specified in the Grant Notice multiplied by the applicable Payout percentage determined in accordance with the chart below. * If the Company’s Adj Op-Margin percentage rank falls at the bottom (9th rank), there is no payout. If the Company’s Adj Op-Margin percentage rank is at 5th, payout will at 100%. If the Company’s Adj Op-Margin percentage rank is at 1st, payout will at 200%. If the Company’s Adj Op-Margin percentage rank falls between 9th and 5th, payout will be determined by linear interpolation of the actual Adj Op-Margin results between these points as further explained on Exhibit C attached hereto. If the Company’s Adj Op-Margin percentage rank falls between 1st and 5th, payout will be determined by linear interpolation of the actual Adj Op-Margin results between these points as further explained on Exhibit C attached hereto.

Performance-Based Right to Payment. (a) The payment of Shares cash with respect to the Performance Shares Cash is contingent on the Company’s attainment of Adjusted Operating Margin Percentage relative to its Peer Group as set forth in Section 2.2(b) below (the “Performance Goals”). Accordingly, Participant will not become entitled to payment with respect to the Performance Shares Cash unless and until the Administrator determines whether and to what extent the Performance Goals have been attained. Upon such determination by the Administrator Administrator, and subject to the provisions of the Plan and this Agreement, Participant shall be entitled to payment of that portion of the Performance Shares Cash as corresponds to the Performance Goals attained (as determined by the Administrator in its sole discretion) as set forth in Section 2.2(b) below. (b) Subject to Participant’s continued employment in active service with the Company from the Grant Date through the First Valuation Date, the number amount of Shares cash that shall be issued pursuant paid to Participant in respect of the Performance Shares Cash shall be determined as of the First Valuation Date, based on the Company’s Adjusted Operating Margin Percentage relative to the Adjusted Operating Margin Percentage of the Peer Companies, as shown in the chart below. The number amount of Shares cash to be issued paid to Participant shall be the 50% of Target Number Amount of Performance Shares Cash specified in the Grant Notice multiplied by the applicable Payout percentage determined in accordance with the chart belowbelow and as further set forth on Exhibit C attached hereto. * ◾ If the Company’s Adj Op-Margin percentage rank falls at the bottom (9th 10th rank), there is no payout. ◾ If the Company’s Adj Op-Margin percentage rank is at 9th, payout will at 50%. ◾ If the Company’s Adj Op-Margin percentage rank is at 5th, payout will at 100%. ◾ If the Company’s Adj Op-Margin percentage rank is at 1st, payout will at 200150%. ◾ If the Company’s Adj Op-Margin percentage rank falls between 9th and 5th, payout will be determined by linear interpolation of the actual Adj Op-Margin results between these points as further explained on Exhibit C attached heretopoints. ◾ If the Company’s Adj Op-Margin percentage rank falls between 1st and 5th, payout will be determined by linear interpolation of the actual Adj Op-Margin results between these points points. (c) Subject to Participant’s continued employment in active service with the Company from the Grant Date through the Second Valuation Date, the amount of cash that shall be paid to Participant in respect of the Performance Cash shall be determined as of the Second Valuation Date, based on the Company’s Adjusted Operating Margin Percentage relative to the Adjusted Operating Margin Percentage of the Peer Companies, as shown in the chart below. The amount of cash to be paid to Participant shall be 50% of Target Amount of Performance Cash specified in the Grant Notice multiplied by the applicable Payout percentage determined in accordance with the chart below and as further explained set forth on Exhibit C attached heretoC; provided, however, that the Payout shall be subject to the Cap specified in the Grant Notice. ◾ If the Company’s Adj Op-Margin percentage rank falls at the bottom (10th rank), there is no payout. ◾ If the Company’s Adj Op-Margin percentage rank is at 9th, payout will at 50%. ◾ If the Company’s Adj Op-Margin percentage rank is at 5th, payout will at 100%. ◾ If the Company’s Adj Op-Margin percentage rank is at 1st, payout will at 150%. ◾ If the Company’s Adj Op-Margin percentage rank falls between 9th and 5th, payout will be determined by linear interpolation of the actual Adj Op-Margin results between these points. If the Company’s Adj Op-Margin percentage rank falls between 5th and 1st, payout will be determined by linear interpolation of the actual Adj Op-Margin results between these points.

Performance-Based Right to Payment. (a) The payment of Shares with respect to the Performance Shares is contingent on the Company’s attainment of Adjusted Operating Margin Percentage relative to its Peer Group as set forth in Section 2.2(b) below (the “Performance Goals”). Accordingly, Participant will not become entitled to payment with respect to the Performance Shares unless and until the Administrator determines whether and to what extent the Performance Goals have been attained. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, Participant shall be entitled to payment of that portion of the Performance Shares as corresponds to the Performance Goals attained (as determined by the Administrator in its sole discretion) as set forth in Section 2.2(b) below. (b) Subject to Participant’s continued employment in active service with the Company from the Grant Date through the Valuation Date, the number of Shares that shall be issued pursuant to Participant in respect of the Performance Shares shall be determined as of the Valuation Date, based on the Company’s Adjusted Operating Margin Percentage relative to the Adjusted Operating Margin Percentage of the Peer Companies, as shown in the chart below. The number of Shares to be issued to Participant shall be the Target Number of Performance Shares specified in the Grant Notice multiplied by the applicable Payout percentage determined in accordance with the chart belowbelow and as further set forth on Exhibit C attached hereto. * If the Company’s Adj Op-Margin percentage rank falls at the bottom (9th 10th rank), there is no payout. If the Company’s Adj Op-Margin percentage rank is at 5th, payout will at 100%. If the Company’s Adj Op-Margin percentage rank is at 1st, payout will at 200%. If the Company’s Adj Op-Margin percentage rank falls between 9th 10th and 5th, payout will be determined by linear interpolation of the actual Adj Op-Margin results between these points as further explained on Exhibit C attached hereto. If the Company’s Adj Op-Margin percentage rank falls between 1st and 5th, payout will be determined by linear interpolation of the actual Adj Op-Margin results between these points as further explained on Exhibit C attached hereto.

Performance-Based Right to Payment. (a) The payment of Shares cash with respect to the Performance Shares Cash is contingent on the Company’s attainment of Operating Margin Percentage relative to its Peer Group as set forth in Section 2.2(b) below (the “Performance Goals”). Accordingly, Participant will not become entitled to payment with respect to the Performance Shares Cash unless and until the Administrator determines whether and to what extent the Performance Goals have been attained. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, Participant shall be entitled to payment of that portion of the Performance Shares Cash as corresponds to the Performance Goals attained (as determined by the Administrator in its sole discretion) as set forth in Section 2.2(b) below. (b) Subject to Participant’s continued employment in active service with the Company from the Grant Date through the First Valuation Date, the number amount of Shares cash that shall be issued paid pursuant to the Performance Shares Cash shall be determined as of the First Valuation Date, based on the Company’s Adjusted Operating Margin Percentage relative to the Adjusted Operating Margin Percentage of the Peer Companies, as shown in the chart below. The number amount of Shares cash to be issued paid to Participant shall be the 50% of Target Number of Performance Shares Cash specified in the Grant Notice multiplied by the applicable Payout percentage determined in accordance with the chart below. * If below and as further set forth on Exhibit C. (c) Subject to Participant’s continued employment in active service with the Company from the Grant Date through the Second Valuation Date, the amount of cash that shall be paid pursuant to the Performance Cash shall be determined as of the Second Valuation Date, based on the Company’s Adj Op-Adjusted Operating Margin percentage rank falls at Percentage relative to the bottom (9th rank), there is no payout. If the Company’s Adj Op-Adjusted Operating Margin percentage rank is at 5th, payout will at 100%. If the Company’s Adj Op-Margin percentage rank is at 1st, payout will at 200%. If the Company’s Adj Op-Margin percentage rank falls between 9th and 5th, payout will be determined by linear interpolation Percentage of the actual Adj Op-Margin results between these points Peer Companies, as shown in the chart below. The amount of cash to be paid to Participant shall be 50% of Target Performance Cash specified in the Grant Notice multiplied by the applicable Payout percentage determined in accordance with the chart below and as further explained set forth on Exhibit C attached hereto. If C; provided however that the Company’s Adj Op-Margin percentage rank falls between 1st and 5th, payout will Payout shall be determined by linear interpolation of subject to the actual Adj Op-Margin results between these points as further explained on Exhibit C attached heretoCap.