Common use of Performance-Based Shares Clause in Contracts

Performance-Based Shares. If the Participant’s continuous employment with the Company and its Affiliates is terminated by reason of Retirement, the Pro-Rated Number of Performance-Based Shares will vest on the Certification Date, subject to the proviso at the end of the next sentence. The “Pro-Rated Number of Performance-Based Shares” shall be (A) if the date of Retirement is prior to [________], the product of (I) the number of Performance-Based Shares, subject to and in accordance with the attached Schedule A, that the Participant would have earned on the Certification Date if their continuous employment with the Company and its Affiliates had not terminated by reason of Retirement and (II) the quotient of (y) the number of days beginning with the first day of the Performance Period, as set forth in Schedule A, and ending on the date of the Participant’s Retirement and (z) [___], the number of days in the Performance Period or (B) if the date of Retirement is on or after [________], the number of Performance-Based Shares, subject to and in accordance with the attached Schedule A, that the Participant would have earned on the Certification Date if ACTIVE 710527228v2 their continuous employment with the Company and its Affiliates had not terminated by reason of Retirement; provided, however, that if the Participant’s Retirement occurs during [___], then any unvested Performance-Based Shares shall automatically be forfeited by the Participant and revert to the Company as of the date of Retirement without any payment therefor.

Performance-Based Shares. If the Participant’s continuous employment with the Company and its Affiliates is terminated by reason of Retirement, the Pro-Rated Number of Performance-Based Shares will vest on the Certification Date, subject to the proviso at the end of the next sentence. The “Pro-Rated Number of Performance-Based Shares” shall be (A) if the date of Retirement is prior to [________]June 30, 2026, the product of (I) the number of Performance-Based Shares, subject to and in accordance with the attached Schedule A, that the Participant would have earned on the Certification Date if their continuous employment with the Company and its Affiliates had not terminated by reason of Retirement and (II) the quotient of (y) the number of days beginning with the first day of the Performance Period, as set forth in Schedule A, and ending on the date of the Participant’s Retirement and (z) [___]1,095, the number of days in the Performance Period or (B) if the date of Retirement is on or after [________]June 30, 2026, the number of Performance-Based Shares, subject to and in accordance with the attached Schedule A, that the Participant would have earned on the Certification Date if ACTIVE 710527228v2 their continuous employment with the Company and its Affiliates had not terminated by reason of Retirement; provided, however, that if the Participant’s Retirement occurs during [___], then any unvested Performance-Based Shares shall automatically be forfeited by the Participant and revert to the Company as of the date of Retirement without any payment therefor.