Common use of Performance Factor For Year One Clause in Contracts

Performance Factor For Year One. The Performance Factor for Year One of the Award will be a multiple which is equal to the percentage shown opposite the applicable Percentage Growth line below for the year in which the Units are being determined. For example, if EPS for TD Banknorth for Year One was $2.47, and therefore 7% greater than EPS for the previous year, the Performance Factor shall be 91%. If the Performance Result for 2005 is EPS between $2.43 and $2.66 per share, but the EPS is not shown in the table below, the Performance Factor shall be pro-rated between the Performance Factors related to the next higher and lower EPS figures. For example, if the Performance Result for 2005 is EPS of $2.48, the Performance Factor shall be pro-rated between the Performance Factors for EPS of $2.47 and $2.49 in the table below, for a Performance Factor of 92.5%. The Performance Factor is then multiplied by one-third of the number of Initial Units to determine the number of Year One Units. 4.0 % $ 2.40 85 % 85 5.0 % $ 2.43 85 % 85 6.0 % $ 2.45 88 % 88 7.0 % $ 2.47 91 % 91 8.0 % $ 2.49 94 % 94 9.0 % $ 2.52 97 % 97 Performance Target: 10.0 % $ 2.54 100 % 100 11.0 % $ 2.56 103 % 103 12.0 % $ 2.59 106 % 106 13.0 % $ 2.61 109 % 109 14.0 % $ 2.63 112 % 112 15.0 % $ 2.66 115 % 115 16.0 % $ 2.68 115 % 115 (1) Based on an assumed Award of 300 Initial Units, which is for illustrative purposes only. Based on TD B▇▇▇▇▇▇▇▇’s performance for 2005, the Performance Factor for Year One shall be 92.50%.

Performance Factor For Year One. The Performance Factor for Year One of the Award will be a multiple which is equal to the percentage shown opposite the applicable Percentage Growth line below for the year in which the Units are being determined. For example, if EPS for TD Banknorth for Year One was $2.47, and therefore 7% greater than EPS for the previous year, the Performance Factor shall be 91%. If the Performance Result for 2005 is EPS between $2.43 and $2.66 per share, but the EPS is not shown in the table below, the Performance Factor shall be pro-rated between the Performance Factors related to the next higher and lower EPS figures. For example, if the Performance Result for 2005 is EPS of $2.48, the Performance Factor shall be pro-rated between the Performance Factors for EPS of $2.47 and $2.49 in the table below, for a Performance Factor of 92.5%. The Performance Factor is then multiplied by one-third of the number of Initial Units to determine the number Number of Year One Units. 4.0 4.0% $ 2.40 85 % 85 5.0 5.0% $ 2.43 85 % 85 6.0 6.0% $ 2.45 88 % 88 7.0 7.0% $ 2.47 91 % 91 8.0 8.0% $ 2.49 94 % 94 9.0 9.0% $ 2.52 97 % 97 Performance Target: 10.0 10.0% $ 2.54 100 % 100 11.0 11.0% $ 2.56 103 % 103 12.0 12.0% $ 2.59 106 % 106 13.0 13.0% $ 2.61 109 % 109 14.0 14.0% $ 2.63 112 % 112 15.0 15.0% $ 2.66 115 % 115 16.0 16.0% $ 2.68 115 % 115 (1) Based on an assumed Award of 300 Initial Units, which is for illustrative purposes only. Based on TD B▇▇▇▇▇▇▇▇’s performance for 2005, the Performance Factor for Year One shall be 92.50%.