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

Performance-Based Right to Payment. (i) Except in the event of a Qualifying Termination during the Performance Period, the vesting of the Participant’s Performance Shares and the issuance of Shares with respect thereto is contingent on the attainment of the Performance Goals. Accordingly, subject to Section 2.4 hereof, the Participant shall not become entitled to payment with respect to the Performance Shares subject to this Agreement unless and until the Administrator determines whether and to what extent the Performance Goals have been attained and the Performance Shares have vested. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, the Participant shall be entitled to vesting and 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 Sections 2.2(b) - (d) and 2.3 hereof. (ii) Subject to the Participant’s continued employment with the Company from the Grant Date through the Valuation Date and further subject to Sections 2.2(c), 2.2(d), and 2.3 - 2.5 hereof, the number of Performance Shares that vest shall be determined as of the Valuation Date, based on the Company’s Total Shareholder Return, as follows: (A) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is less than the Minimum TSR, then no Performance Shares shall vest and the Performance Shares shall thereupon be forfeited. (B) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Minimum TSR, then 66.7% of the Target Number of Performance Shares set forth on the Grant Notice shall vest. (C) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Target TSR, then 100% of the Target Number of Performance Shares set forth on the Grant Notice shall vest. (D) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Maximum TSR, then 250% of the Target Number of Performance Shares set forth on the Grant Notice shall vest. (E) If the Company’s Total Shareholder Return is between the Minimum TSR and the Target TSR or between the Target TSR and the Maximum TSR, then the number of Performance Shares that shall vest in accordance with this Section 2.2(b) shall be determined by means of linear interpolation. (iii) Notwithstanding anything to the contrary contained in Section 2.2(b) hereof, and subject to Sections 2.2(d) and 2.3 - 2.5 hereof, the number of Performance Shares that vest hereunder shall be adjusted as follows: (A) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to or greater than 10%, then the number of Performance Shares that vest and become payable hereunder shall equal the number of Performance Shares that would have otherwise vested pursuant to Section 2.2(b) hereof, multiplied by 120%. (B) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to or less than 0%, then the number of Performance Shares that vest and become payable hereunder shall equal the number of Performance Shares that would have otherwise vested pursuant to Section 2.2(b) hereof, multiplied by 80%. (C) If the Company’s TSR is with respect to the Performance Period is greater than 0% and less than 10%, then the number of Performance Shares that vest and become payable hereunder shall equal the number of Performance Shares that would have otherwise vested pursuant to Section 2.2(b) hereof, multiplied by a percentage between 80% and 120%, determined using straight line interpolation between the two levels. (iv) For the avoidance of doubt, the maximum number of Performance Shares that shall vest and become payable hereunder shall be equal to 300% of the Target Number of Performance Shares set forth on the Grant Notice and no additional Performance Shares above 300% of the Target Number of Performance Shares set forth on the Grant Notice shall vest if the Company’s TSR exceeds the Maximum TSR.

Performance-Based Right to Payment. (ia) Except As set forth in the event Section 2.2(b), payment of a Qualifying Termination during the Performance Period, the vesting of the Participant’s Performance Shares and the issuance of any Shares with respect thereto to the Performance Shares is contingent on subject to the achievement of at least the Threshold Goal established with respect to the Cumulative CASM ex fuel Objectives and the Company’s attainment of the Performance Goalspositive Cumulative EBITDA. Accordingly, subject to Section 2.4 hereof, the Participant shall will not become entitled to payment with respect to the Performance Shares subject to this Agreement unless and until the Administrator determines whether and to what extent the Performance Goals have been attained and the Performance Shares have vestedattained. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, the Participant shall be entitled to vesting and 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 Sections Section 2.2(b) - (d) and 2.3 hereofbelow. (iib) Subject (except as expressly provided below) to the Participant’s continued employment in active service with the Company from the Grant Date through the Valuation Date and further subject to Sections 2.2(c)December 31, 2.2(d), and 2.3 - 2.5 hereof2026, the number of Shares that shall be vested and issued to Participant in respect of the Performance Shares that vest shall be determined as of the Valuation DateDecember 31, 2026, based on the Company’s Total Shareholder Return, as follows: (A) If, as attainment of the Valuation DatePerformance Goals. If Cumulative EBITDA is positive, the Company’s TSR with respect number of Shares to the Performance Period is less than the Minimum TSR, then no Performance Shares be issued to Participant shall vest and the Performance Shares shall thereupon be forfeited. (B) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Minimum TSR, then 66.7% of (i) the Target Number of Performance Shares set forth on the Grant Notice shall vest. multiplied by (Cii) Ifthe CASM Payout. If Cumulative EBITDA is not positive, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Target TSR, then 100% of the Target Number of no Performance Shares set forth on the Grant Notice shall vest. (D) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Maximum TSR, then 250% of the Target Number of Performance Shares set forth on the Grant Notice shall vest. (E) If the Company’s Total Shareholder Return is between the Minimum TSR and the Target TSR or between the Target TSR and the Maximum TSR, then the number of Performance Shares that shall vest in accordance with this Section 2.2(b) shall be determined by means of linear interpolation. (iii) Notwithstanding anything to the contrary contained in Section 2.2(b) hereof, and subject to Sections 2.2(d) and 2.3 - 2.5 hereof, the number of Performance Shares that vest hereunder shall be adjusted as follows: (A) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to or greater than 10%, then the number of Performance Shares that vest and become payable hereunder shall equal the number of Performance Shares that would have otherwise vested pursuant to Section 2.2(b) hereof, multiplied by 120%. (B) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to or less than 0%, then the number of Performance Shares that vest and become payable hereunder shall equal the number of Performance Shares that would have otherwise vested pursuant to Section 2.2(b) hereof, multiplied by 80%. (C) If the Company’s TSR is with respect to the Performance Period is greater than 0% and less than 10%, then the number of Performance Shares that vest and become payable hereunder shall equal the number of Performance Shares that would have otherwise vested pursuant to Section 2.2(b) hereof, multiplied by a percentage between 80% and 120%, determined using straight line interpolation between the two levels. (iv) For the avoidance of doubt, the maximum number of Performance Shares that shall vest and become payable hereunder no Shares shall be equal issued to 300% the Participant pursuant to this Performance Share Award, regardless of the Target Number level of Performance Shares set forth on the Grant Notice and no additional Performance Shares above 300% achievement of the Target Number of Performance Shares set forth on the Grant Notice shall vest if the Company’s TSR exceeds the Maximum TSRapplicable Cumulative CASM ex fuel Objectives.

Performance-Based Right to Payment. (i) Except in the event of a Qualifying Termination during the Performance Period, the vesting of the Participant’s Performance Shares and the issuance of Shares with respect thereto is contingent on the attainment of the Performance Goals. Accordingly, subject to Section 2.4 hereof, the Participant shall not become entitled to payment with respect to the Performance Shares subject to this Agreement unless and until the Administrator determines whether and to what extent the Performance Goals have been attained and the Performance Shares have vested. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, the Participant shall be entitled to vesting and 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 Sections 2.2(b) - (d) and 2.3 hereof. (ii) Subject to the Participant’s continued employment with the Company from the Grant Date through the Valuation Date and further subject to Sections 2.2(c), 2.2(d), and 2.3 - 2.5 hereof, the number of Performance Shares that vest shall be determined as of the Valuation Date, based on the Company’s Total Shareholder Return, as follows: A- 40 US-DOCS\91838772.5 (A) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is less than the Minimum TSR, then no Performance Shares shall vest and the Performance Shares shall thereupon be forfeited. (B) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Minimum TSR, then 66.7% of the Target Number of Performance Shares set forth on the Grant Notice shall vest. (C) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Target TSR, then 100% of the Target Number of Performance Shares set forth on the Grant Notice shall vest. (D) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Maximum TSR, then 250200% of the Target Number of Performance Shares set forth on the Grant Notice shall vest. (E) If the Company’s Total Shareholder Return is between the Minimum TSR and the Target TSR or between the Target TSR and the Maximum TSR, then the number of Performance Shares that shall vest in accordance with this Section 2.2(b) shall be determined by means of linear interpolation. (iii) Notwithstanding anything to the contrary contained in Section 2.2(b) hereof, and subject to Sections 2.2(d) and 2.3 - 2.5 hereof, the number of Performance Shares that vest hereunder shall be adjusted as follows: : (A) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to or greater than 10%the total shareholder return of each of the companies in the Primary Net Lease Peer Group, then the number of Performance Shares that vest and become payable hereunder shall equal the number of Performance Shares that would have otherwise vested pursuant to Section 2.2(b) hereof, multiplied increased by 120%. (BA).05% for each 1 basis point (up to 300 basis points) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to or less than 0%, then the number of Performance Shares that vest and become payable hereunder shall equal the number of Performance Shares that would have otherwise vested pursuant to Section 2.2(b) hereof, multiplied by 80%. (C) If the Company’s TSR is with respect to the Performance Period is greater than 0% and less than 10%, then the number of Performance Shares that vest and become payable hereunder shall equal the number of Performance Shares that would have otherwise vested pursuant to Section 2.2(b) hereof, multiplied by a percentage between 80% and 120%, determined using straight line interpolation between the two levels. (iv) For the avoidance of doubt, the maximum number of Performance Shares that shall vest and become payable hereunder shall be equal to 300% of the Target Number of Performance Shares set forth on the Grant Notice and no additional Performance Shares above 300% of the Target Number of Performance Shares set forth on the Grant Notice shall vest if which the Company’s TSR exceeds the Maximum TSRtotal shareholder return of the highest performing member of the Net Lease Peer Group with respect to total shareholder return for that period, and (B) by .1% for each 1 basis point (up to 100 basis points) by which the Company’s TSR exceeds the total shareholder return of the highest performing member of the Net Lease Peer Group by 300 basis points with respect to total shareholder return for that period, subject to an aggregate cap on such increase of 25% in the number of Performance Shares pursuant to this subsection 2.2(c)(i).