Performance Factor for Year Two Clause Samples

Performance Factor for Year Two. The Performance Factor for Year Two of the Award will be a multiple which is equal to the percentage shown opposite the applicable Percentage Growth line below. If the Performance Result for 2006 is EPS between $2.40 and $2.68 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. The Performance Factor is then multiplied by one-third of the number of Initial Units to determine the number of Year Two Units. 4.0% or less $ 2.58 85 % 85 4.4% $ 2.59 88 % 88 4.8% $ 2.60 91 % 91 5.2% $ 2.61 94 % 94 5.6% $ 2.62 97 % 97 6.0% — Performance Target $ 2.63 100 % 100 6.5% $ 2.64 103 % 103 6.9% $ 2.65 106 % 106 7.3% $ 2.66 109 % 109 7.7% $ 2.67 112 % 112 8.0% or higher $ 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 2006, the Performance Factor for Year Two shall be 85.00%.