Common use of Performance Based Vesting Condition Clause in Contracts

Performance Based Vesting Condition. The Award shall vest pursuant to the terms of this Agreement (including Section 3.2 below) and the Plan and based on the achievement of the performance goal (the “Performance Goal”) during the performance period (the “Performance Period”), each as described below, provided that that the Holder remains in continuous employment with the Company Group through the Restriction Period (as defined below). The Performance Period shall be the period beginning on [BEGINDATE] and ending on [ENDDATE]. The Performance Goal shall be the Company’s total shareholder return (“TSR”) as compared to the TSR of each of the companies listed below (the “Peer Group”) (as further described below). In the event (i) an entity in the Peer Group has been acquired by another company or has sold all or substantially all of its assets or (ii) an entity in the Peer Group ceases to be a publicly traded company on a national stock exchange (unless cessation of such listing is due to a low stock price or low trading volume) the entity shall be removed from the Peer Group and the Committee shall reduce the size of the Peer Group. An entity that is removed from the Peer Group prior to the last day of the Performance Period will not be included in the RTSR computation for the Performance Period. In the event a company included in the Peer Group files for protection under Chapter 7 of the Bankruptcy Code (or similar action if outside of the United States), such company shall remain in the Peer Group with a TSR of negative 100%. The Company’s TSR shall be determined by comparing the twenty (20) consecutive trading day average Closing Price (as defined below) of one share of Stock beginning on the first day of the Performance Period versus the twenty (20) consecutive trading day average Closing Price of one share of Stock ending on the last day of the Performance Period. The TSR of each company included in the Index shall be calculated in the same manner and ranked from highest to lowest (the “Ranked Peer Group”). For purposes of this Award, the closing price (the “Closing Price”) shall be the dividend adjusted day close price as reported by S&P Capital IQ (or any other reporting service that the Committee may designate from time to time), which shall reflect the relevant security’s market closing price, as adjusted for stock splits, cash dividends, rights offerings and spin-offs. The Company’s TSR for the Performance Period shall then be compared to the Ranked Peer Group and the Award shall be earned based on the achievement of the Performance Goal at the following levels: Target Level 50th Percentile (a) 100% of Target Award Maximum Level 90th Percentile (b) 200% of Target Award (a) If the Company’s TSR equals the 50th percentile of the Ranked Index, the Award shall be deemed satisfied at the Target Level. (b) If the Company’s TSR equals the 90th percentile of the Ranked Index, the Award shall be deemed satisfied at the Maximum Level. (c) The payout shall be interpolated on a straight-line basis if the Company’s TSR falls between the Target Level and the Maximum Level. If the calculated payout would result in a fractional security, the shares of Stock issued in settlement of the Award shall be rounded down to the nearest whole share. The Holder shall earn zero shares of Stock for TSR performance below the Target Level. Notwithstanding anything herein to the contrary, if the Company’s TSR for the Performance Period is negative, the calculated payout shall not exceed the Target Level (100% of the Target Award). Attainment of the Performance Goal shall be determined and certified by the Committee in writing within 60 days following the last day of the Performance Period.

Performance Based Vesting Condition. The Award shall vest pursuant to the terms of this Agreement (including Section 3.2 below) and the Plan and based on the achievement of the performance goal (the “Performance Goal”) during the <<TIME PERIOD>> performance period (the “Performance Period”), each as described below, provided that that the Holder remains in continuous employment with the Company Group through the Restriction Period (as defined below). The Performance Period shall be the period beginning on [BEGINDATE] <<DATE>> and ending on [ENDDATE]<<DATE>>. The Performance Goal shall be the Company’s total shareholder return (“TSR”) as compared to the TSR of each the companies included in the Standard & Poors Small Cap 600 Industrials Sector Index (the “Index”). For the purposes of this Award, the Index shall include all of the companies which are listed below (on the “Peer Group”) (as further described below). In Index on the event (i) an entity in Grant Date and which remain listed on the Peer Group has been acquired by another company or has sold all or substantially all of its assets or (ii) an entity in the Peer Group ceases to be a publicly traded company Index on a national stock exchange (unless cessation of such listing is due to a low stock price or low trading volume) the entity shall be removed from the Peer Group and the Committee shall reduce the size of the Peer Group. An entity that is removed from the Peer Group prior to the last day of the Performance Period Period. Companies added or removed as a result of a subsequent reconstitution of the Index will not be included in included. If the RTSR computation for Index is discontinued, it shall be deemed to consist of the companies that are listed on the Index on the Grant Date and that remain listed on the Index immediately prior to the date of discontinuance, provided that the TSR shall continue to be measured through the full Performance Period. In Notwithstanding the foregoing, in the event of a bankruptcy of a company included in the Peer Group files for protection under Chapter 7 of the Bankruptcy Code (or similar action if outside of the United States)Index, such company shall remain in the Peer Group Index with a TSR of negative 100%. The Company’s TSR shall be determined by comparing the twenty (20) consecutive trading day average Closing Price (as defined below) of one share of Stock beginning on prior to the first day of the Performance Period versus the twenty (20) consecutive trading day average Closing Price of one share of Stock ending on the last day of the Performance Period. The TSR of each company included in the Index shall be calculated in the same manner and ranked from highest to lowest (the “Ranked Peer GroupIndex”). For purposes of this Award, the closing price (the “Closing Price”) shall be the dividend adjusted day close price as reported by S&P Capital IQ (or any other reporting service that the Compensation Committee may designate from time to time). Further, which shall reflect for purposes of this Award, the dividend adjusted day close price reported by S&P Capital IQ is the relevant security’s market closing price, as adjusted for stock splits, cash dividends, rights offerings and spin-offs. The Company’s TSR for the Performance Period shall then be compared to the Ranked Peer Group Index and the Award shall be earned based on the achievement of the Performance Goal at the following levels: Target Level 50th Percentile <<PERCENTILE>> (a) 100% <<PERCENTAGE>> of Target Award Maximum Level 90th Percentile <<PERCENTILE>> (b) 200% <<PERCENTAGE>> of Target Award (a) If the Company’s TSR equals the 50th percentile <<PERCENTILE>> of the Ranked Index, the Award shall be deemed satisfied at the Target Level. (b) If the Company’s TSR equals or exceeds the 90th percentile <<PERCENTILE>> of the Ranked Index, the Award shall be deemed satisfied at the Maximum Level. (c) The payout shall be interpolated on a straight-line basis if the Company’s TSR falls between the Target Level and Maximum performance levels. The TSR percentile and the Maximum Levelpayout percentage shall each be rounded to two decimal places. If the calculated payout would result in a fractional security, the shares of Stock issued in settlement of being subject to the Award shall be rounded down to the nearest whole share. A sample payout scale is included hereto as Exhibit A. The Holder shall earn zero shares of Stock for TSR performance below the specified Target Level. Notwithstanding anything herein to the contrary, if the Company’s TSR for the Performance Period is negative, the calculated payout shall not exceed the Target Level (100% <<PERCENTAGE>> of the Target Award). Attainment of the Performance Goal shall be determined and certified by the Committee in writing within 60 days following the last day of the Performance Period.

Performance Based Vesting Condition. The Award shall vest pursuant to the terms of this Agreement (including Section 3.2 below) and the Plan and based on the achievement of the performance goal (the “Performance Goal”) during the performance period (the “Performance Period”), each as described below, provided that that the Holder remains in continuous employment with the Company Group through the Restriction Period (as defined below). The Performance Period shall be the period beginning on [BEGINDATE] and ending on [ENDDATE]. The Performance Goal shall be the sum of the Company’s total shareholder return (“TSR”) as compared to the TSR of Adjusted EBITDA performance for each of the companies listed below (the “Peer Group”) (as further described below). In the event (i) an entity in the Peer Group has been acquired by another company or has sold all or substantially all of its assets or (ii) an entity in the Peer Group ceases to be a publicly traded company fiscal year ending on a national stock exchange (unless cessation of such listing is due to a low stock price or low trading volume) the entity shall be removed from the Peer Group and the Committee shall reduce the size of the Peer Group. An entity that is removed from the Peer Group prior to the last day of the Performance Period will not be included in the RTSR computation for March 31 during the Performance Period. In the event a company included in the Peer Group files for protection under Chapter 7 of the Bankruptcy Code (or similar action if outside of the United States), such company shall remain in the Peer Group with a TSR of negative 100%. The Company’s TSR shall be determined by comparing the twenty (20) consecutive trading day average Closing Price (as defined below) of one share of Stock beginning on the first day of the Performance Period versus the twenty (20) consecutive trading day average Closing Price of one share of Stock ending on the last day of the Performance Period. The TSR of each company included in the Index shall be calculated in the same manner and ranked from highest to lowest (the “Ranked Peer Group”). For purposes of this Award, the closing price (the “Closing Price”) EBITDA shall be defined as the dividend adjusted day close price as reported by S&P Capital IQ (Company’s net income, calculated in accordance with generally accepted accounting principles, before interest, taxes, depreciation and amortization. Adjusted EBITDA may include additional customary adjustments including, but not limited to: stock-based compensation expense, minority interest, equity and/or debt related transaction expenses, acquisition related adjustments, restructuring or other similar expenses, goodwill impairment charges or any other reporting service adjustments of a similar nature that may be approved by the Committee may designate Company’s Board of Directors from time to time), which shall reflect the relevant security’s market closing price, as adjusted for stock splits, cash dividends, rights offerings and spin-offs. The Company’s TSR for the Performance Period shall then be compared to the Ranked Peer Group and the Award shall be earned based on the achievement of the Performance Goal at the following levels: Threshold Level $[THRESHOLDGOAL] 50% of Target Award Target Level 50th Percentile (a) $[TARGETGOAL] 100% of Target Award Maximum Level 90th Percentile (b) $[MAXIMUMGOAL] 200% of Target Award (a) If the Company’s TSR equals the 50th percentile of the Ranked Index, the Award shall be deemed satisfied at the Target Level. (b) If the Company’s TSR equals the 90th percentile of the Ranked Index, the Award shall be deemed satisfied at the Maximum Level. (c) The payout shall be interpolated on a straight-line basis if the Company’s TSR Adjusted EBITDA performance falls between the Threshold Level and Target Level or the Target Level and the Maximum Level. If the calculated payout would result in a fractional security, the shares of Stock issued in settlement of the Award shall be rounded down to the nearest whole share. The Holder shall earn zero shares of Stock for TSR Adjusted EBITDA performance below the Target Threshold Level. Notwithstanding anything herein to the contrary, if the Company’s TSR for Adjusted EBITDA contributions from acquisition activity during the Performance Period is negativeshall count toward the Performance Goals described above, unless otherwise determined by the calculated payout shall not exceed the Target Level (100% of the Target Award)Committee. Attainment of the Performance Goal shall be determined and certified by the Committee in writing within 60 days following the last day of the Performance Period.