Common use of Performance-Based Vesting Clause in Contracts

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest as follows: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2016 fiscal year (the “2016 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2016 fiscal year as compared to the 2016 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2016 Metrics shown on Exhibit “A” hereto. The determination of the actual performance against the 2016 Metrics shall be calculated separately for each of the 2016 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2016 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2016 Metrics shall be calculated after the end of the Company’s 2016 fiscal year based on the Company’s performance. If the Company’s actual 2016 performance is below the Threshold level of performance with respect to both of the 2016 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 2016, without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest as follows, subject to the Participant’s continued employment with the Company or any of its Subsidiaries through the date the PRSU vests and, as set forth in Section 3(a)(ii) hereof: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2016 2015 fiscal year (the “2016 2015 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2016 2015 fiscal year as compared to the 2016 2015 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2016 2015 Metrics set forth on Exhibit “A”, ,” a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2016 2015 Metrics set forth on Exhibit “A”, ,” and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2016 2015 Metrics shown on Exhibit “A” A hereto. The determination of the actual performance against the 2016 2015 Metrics shall be calculated separately for each of the 2016 2015 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2016 2015 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2016 2015 Metrics shall be calculated after the end of the Company’s 2016 2015 fiscal year based on the Company’s performance. If the Company’s actual 2016 2015 performance is below the Threshold level of performance with respect to both of the 2016 2015 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 20162015, without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions condition under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest (i.e., satisfy the performance-based vesting conditions) as follows: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2016 [____], [____] and [____] fiscal year years (the “2016 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance year-over-year improvement in each of the Company’s 2016 three (3) consecutive fiscal year years, specifically [____], [____] and [____], as compared to the 2016 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2016 Metrics shown on Exhibit “A” hereto. The determination of the actual performance against the 2016 Metrics shall be calculated separately for each of the 2016 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2016 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2016 Metrics shall be calculated after the end of the Company’s 2016 [____], [____] and [____] fiscal year years based on the Company’s performanceperformance in that fiscal year versus the prior year’s results. At the conclusion of the three (3)-year period, the final performance achievement for each of the two Metrics for purposes of determining the number of PRSUs, if any, that will vest will be determined by calculating the simple arithmetic average of the three (3) fiscal year performance results versus the year-over-year improvement targets, rounded to one decimal place. If the Company’s actual 2016 performance is below the Threshold level of performance with respect to both of the 2016 Metrics set forth on Exhibit “A”” for each of the three (3) fiscal years, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 2016[_____], without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest as follows: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2016 [Insert Date] fiscal year (the “2016 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2016 [Insert Date] fiscal year as compared to the 2016 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2016 Metrics shown on Exhibit “A” hereto. The determination of the actual performance against the 2016 Metrics shall be calculated separately for each of the 2016 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2016 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2016 Metrics shall be calculated after the end of the Company’s 2016 [Insert Date] fiscal year based on the Company’s performance. If the Company’s actual 2016 [Insert Date] performance is below the Threshold level of performance with respect to both of the 2016 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 2016[Insert Date], without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions condition under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest satisfy the performance-based vesting condition as follows: (A) The PRSUs granted hereunder shall conditionally vest satisfy the performance-based vesting condition based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2016 2025 fiscal year for the Absolute Net Sales achievement performance metric and with respect to a performance period commencing on January 1, 2023 and ending on December 31, 2025 for the Relative TSR performance metric (collectively, the “2016 Metrics”), each of which shall be Metrics is weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest will satisfy the performance-based vesting condition in accordance with the foregoing provisions, the number of PRSUs that vest will satisfy the performance-based vesting condition shall be determined based on the Company’s actual performance in during the Company’s 2016 fiscal year applicable performance period as compared to the 2016 Metricsapplicable Metric. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest satisfy the performance-based vesting condition based on the achievement of Target level performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest satisfy the performance-based vesting condition based on the achievement of the Threshold level of performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest satisfy the performance-based vesting condition based on the achievement of the Maximum level of performance with respect to each of the two 2016 Metrics shown on Exhibit “A” hereto. The determination of the actual performance against the 2016 Metrics shall be calculated separately for each of the 2016 Metrics. The number of PSRUs that vest satisfy the performance-based vesting condition for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2016 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2016 Metrics shall be calculated after the end of the Company’s 2016 2025 fiscal year based on the Company’s performanceperformance over the applicable performance period. If the Company’s actual 2016 performance is below the Threshold level of performance with respect to both of the 2016 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vestsatisfy the performance-based vesting condition. PRSUs that do not become conditionally vested satisfy the performance-based vesting condition based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 20162025, without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All The performance-based Restricted Stock Units (“Performance-Based RSUs”) shall vest and become payable at the end of the PRSUs are nonvested three-year Performance Period subject to the attainment of certain performance goals as described herein. Performance-Based RSUs shall be earned based on the Company’s performance compared to the Return on Average Assets and forfeitable as Non-Performing Assets goals measured at the end of the Grant Datethree-year Performance Period. Subject to Unless otherwise provided in this Award Agreement or the satisfaction of the time-based vesting conditions under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereofPlan, the PRSUs number of Performance-Based RSUs that vest and that will be settled shall conditionally vest be determined as follows: (Ai) The PRSUs granted hereunder shall conditionally vest based on If the Company’s achievement Company fails to achieve the Non-Performing Assets goal at the end of the two performance metrics set forth on Exhibit “A” hereto with respect to Performance Period as determined by the Company’s 2016 fiscal year (Committee, none of the “2016 Metrics”), each Performance-Based RSUs shall vest and all of which the Performance-Based RSUs shall be weighted forfeited. If the Company achieves the Non-Performing Assets goal at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part the end of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with Performance Period as determined by the foregoing provisionsCommittee, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2016 fiscal year as compared Performance-Based RSUs eligible to the 2016 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level Return on Average Assets goal as determined pursuant to Section 2(a)(ii) of performance this Award Agreement shall vest. The Non-Performing Assets goal associated with respect to each of these Performance-Based RSUs have been established by the two 2016 Metrics Committee and is set forth on Exhibit “A”A to this Award Agreement. (ii) If the Non-Performing Asset goal is achieved, and a number of PRSUs equal Performance-Based RSUs shall be eligible to 200% vest at the end of the PSRUs granted hereunder shall vest Performance Period, based on the achievement by the Company, as determined by the Committee, of the Maximum level of performance with respect to each of the two 2016 Metrics shown Return on Average Assets goal set forth on Exhibit “A” hereto. The determination of the actual performance against the 2016 Metrics shall be calculated separately for each of the 2016 Metrics. A. The number of PSRUs Performance-Based RSUs that will vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each will range from 0% to 150% of the two 2016 Metrics shown Performance-Based RSUs granted, based upon the Company’s achievement of the Return on Exhibit “A” hereto using a straight line interpolation between (i) Average Assets goal, as follows: 0% if performance is below the Threshold threshold level, 50% if performance is at the threshold level, 100% if performance is at target and 150% if performance is at or above the Target, or (ii) maximum level. If the Target and the Maximum. The actual level of performance against achievement of the 2016 Metrics Return on Average Assets goal is between the threshold level and the target level or between the target level and the maximum level, the percentage of Performance-Based RSUs earned will be interpolated accordingly on a straight-line basis. The Return on Average Assets goal (including the associated threshold, target and maximum levels with respect thereto) associated with these Performance-Based RSUs has been established by the Committee and is set forth on Exhibit A to this Award Agreement. (iii) Notwithstanding anything else in this Award Agreement, the Performance Based RSUs shall only be calculated after eligible to vest in accordance with the terms and conditions of this Award Agreement (A) if the Participant is still employed by the Company or a wholly-owned subsidiary of the Company through the end of the Company’s 2016 fiscal year based on the Company’s performancePerformance Period, or [(B) as otherwise set forth in this Section 2(a)(iii). If the Company’s actual 2016 performance is below Participant experiences, after the Threshold level Date of performance with respect to both Grant but before the end of the 2016 Metrics set forth on Exhibit Performance Period, death, Disability, or a separation from service without Cause after reaching age 65, a prorated number of Performance Based RSUs (the “AProrated Amount”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria ) shall be immediately forfeited, effective as eligible to vest in accordance with the terms and conditions of December 31, 2016, without any further action this Award Agreement. The Prorated Amount shall be equal to (x) the number of Performance Based RSUs that would have vested under this Agreement if the Participant were still employed by the Company or a wholly-owned subsidiary of the Company whatsoever and without any consideration being paid thereforthrough the end of the Performance Period, multiplied by (y) a fraction, the numerator of which is the number of full months the Participant was employed by the Company during the Performance Period, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(iithe denominator of which is thirty-six (36), 3(b) and 3(c) hereof].

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions condition under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest (i.e., satisfy the performance-based vesting conditions) as follows: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2016 [____], [____] and [____] fiscal year years (the “2016 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance year-over-year improvement in each of the Company’s 2016 three consecutive fiscal year years, specifically [____], [____] and [____], as compared to the 2016 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2016 Metrics shown on Exhibit “A” hereto. The determination of the actual performance against the 2016 Metrics shall be calculated separately for each of the 2016 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2016 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2016 Metrics shall be calculated after the end of the Company’s 2016 [____], [____] and {____] fiscal year years based on the Company’s performanceperformance in that fiscal year versus the prior year’s results. At the conclusion of the 3-year period, the final performance achievement for each of the two Metrics for purposes of determining the number of PRSUs, if any, that will vest will be determined by calculating the simple arithmetic average of the three fiscal year performance results versus the year-over-year improvement targets, rounded to one decimal place. If the Company’s actual 2016 performance is below the Threshold level of performance with respect to both of the 2016 Metrics set forth on Exhibit “A”” for each of the three fiscal years, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31February [__], 2016{____], without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions condition under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest (i.e., satisfy the performance-based vesting conditions) as follows: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2016 [Insert Date] fiscal year (the “2016 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2016 [Insert Date] fiscal year as compared to the 2016 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2016 Metrics shown on Exhibit “A” hereto. The determination of the actual performance against the 2016 Metrics shall be calculated separately for each of the 2016 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2016 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2016 Metrics shall be calculated after the end of the Company’s 2016 [Insert Date] fiscal year based on the Company’s performance. If the Company’s actual 2016 [Insert Date] performance is below the Threshold level of performance with respect to both of the 2016 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 2016[Insert Date], without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.