Common use of Performance Based Vesting Condition Clause in Contracts

Performance Based Vesting Condition. Except as set forth in Sections 5 or 6 of this Exhibit B, on the date on which the Company Stock Price meets or exceeds the dollar value specified in any of the rows below in the column entitled “Stock Price Hurdle” (each, a “Stock Price Hurdle”) at any point during the Performance Period, the Performance-Based Vesting Condition will be satisfied with respect to (a) the number of PSUs listed in the table below directly across from such Stock Price Hurdle (each, a “Tranche”) and (b) each preceding Tranche solely to the extent that the Stock Price Hurdles applicable to each such Tranche have not already been achieved. The Committee will certify attainment of the Stock Price Hurdle within ten (10) days thereafter. For the avoidance of doubt, once a Stock Price Hurdle has been achieved during the Performance Period, (a) it will forever be treated as having been achieved, regardless of any subsequent changes in the trading price of a Share and (b) such Stock Price Hurdle cannot be achieved again. (1) The Stock Price Hurdles will be adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar event, in accordance with the terms of the Plan and the Agreement. The Committee, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Agreement, will make the determination of any such adjustments required in connection with any such event. For the avoidance of doubt, the adjustment provisions contained in the Plan (as modified in the Agreement) are incorporated herein by reference herein.