Common use of Performance Measure Clause in Contracts

Performance Measure. (a) The number of Units subject to this Exhibit C is listed above, which number of Units assumes the Performance Measure described in this Section 3 is attained at the Target Level. The final number of Units, if any, subject to this Exhibit C at the end of the Performance Period shall be calculated as described below based upon the Payout Percentage (see table below in Section 3(c)). (b) The Performance Measure determines (1) the number of Holder’s Units for which the Forfeiture Restrictions shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, is based upon the Company’s Annualized Total Stockholder Return (“Annualized TSR”) ranking relative to the TSR Peer Group (“Relative TSR Performance Rank”) for the three year period beginning on _______________, _____ and ending on and including ______________, _____ (“Performance Period”). For this purpose, the companies included in the Standard & Poor’s 500 index on ___________, _____ will be the “TSR Peer Group”. As provided in Section 3(c) below, the Performance Measure will be satisfied based on the Company’s Relative TSR during the Performance Period, as certified in writing by the Committee following the end of the Performance Period. (c) The Forfeiture Restriction shall lapse if the Company’s Relative TSR Performance Rank is at least the 30th percentile; provided that the final number of Units subject to this Exhibit as of the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, shall be determined based on the Company’s Relative TSR Performance Rank as described in the table below. If the Company’s Relative TSR Performance Rank is between the levels designated in the table below, then the Payout Percentage (shown in the table below) shall be adjusted based on linear interpolation between applicable percentages. For example, (1) if the Company’s Relative TSR is in the ___th percentile, then the payout percentage would be ___% of the Target Level, and (2) if the Company’s Relative TSR is in the ___th percentile, then the payout percentage would be ____% of the Target Level. (d) Annualized TSR shall be calculated as follows: where n represents the number of years over which Annualized TSR is measured.

Performance Measure. (a) The initial number of Units subject to this Exhibit C B is listed above, which number of Units assumes the Performance Measure described in this Section 3 is attained at the Target Level. The final number of Units, if any, subject to this Exhibit C B at the end of the Performance Period (defined below) shall be calculated as described below based upon the Payout Percentage (see table below in Section 3(c)). (b) The Performance Measure determines (1) the number of Holder’s Units for which the Forfeiture Restrictions shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, is based upon the Company’s Annualized Total Stockholder Return (“Annualized TSR”) ranking relative to the TSR Peer Group (“Relative TSR Performance Rank”) for the three year period beginning on _______________, _____ and ending on and including ______________, _____ (“Performance Period”). For this purpose, the companies included in the Standard & Poor’s 500 index on ___________, _____ will be the “TSR Peer Group”. As provided in Section 3(c) below, the Performance Measure will be satisfied based on the Company’s Relative Annualized TSR during the Performance Period, as certified in writing by the Committee following the end of the Performance Period. (c) The Forfeiture Restriction shall lapse if the Company’s Relative Annualized TSR Performance Rank is at least the 30th percentile__________ percent (___%); provided that the final number of Units subject to this Exhibit as of the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, Date shall be determined based on the Company’s Relative Annualized TSR Performance Rank as described in the table below. If the Company’s Relative Annualized TSR Performance Rank is between the levels designated in the table below, then the Payout Percentage (shown in the table below) shall be adjusted based on linear interpolation between applicable percentages. For example, (1) if the Company’s Relative Annualized TSR is in the ___th percentile___%, then the payout percentage would be ____% of the Target Level, and (2) if the Company’s Relative Annualized TSR is in the ___th percentile___%, then the payout percentage would be _____% of the Target Level. (d) Annualized TSR shall be calculated as followsas: where n represents the number of years over which Annualized TSR is measured.

Performance Measure. (a) The number of Units subject to this Exhibit C is listed above, which number of Units assumes the “Performance Measure described in this Section 3 is attained at the Target Level. The final number of UnitsMeasure” shall be satisfied, if anyat all, subject to this Exhibit C at the end of the Performance Period shall be calculated as described below based upon the Payout Percentage (see table below in Section 3(c)). (b) The Performance Measure determines (1) the number of Holder’s Units for which the Forfeiture Restrictions shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, is based upon trading price for the Company’s Annualized Total Stockholder Return (“Annualized TSR”) ranking relative to Common Stock following the TSR Peer Group (“Relative TSR Performance Rank”) for the three year period beginning on _______________, _____ and ending on and including ______________, _____ (“Performance Period”)Grant Date. For this purpose, the companies included in Company shall measure the Standard & Poor’s 500 index on ___________volume weighted average price per Share during the period between the Grant Date and [Third Anniversary of the Grant Date]. The “Performance Measure” requires, _____ will be the “TSR Peer Group”. As provided in Section 3(c) as to each VWAP Amount listed below, that, during the Performance Measure will be satisfied period commencing on the Grant Date and concluding on [Third Anniversary of the Grant Date], the volume weighted average price per Share, as determined by the Company based on the Company’s Relative TSR during NYSE reported closing Share price, over a twenty (20) consecutive trading day period, meets or exceeds the Performance Period, as certified in writing by the Committee following the end of the Performance Period. (c) The Forfeiture Restriction shall lapse if the Company’s Relative TSR Performance Rank is at least the 30th percentile; provided that the final number of Units subject to this Exhibit as of the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, shall be determined based on the Company’s Relative TSR Performance Rank as described VWAP Amount in the table below. If the Company’s Relative TSR (and only if) such Performance Rank Measure is between the levels designated in the table belowsatisfied as to a particular VWAP Amount during such three (3) year time period, then the Payout Percentage (shown designated portion of the Performance Measure shall be satisfied based on the following schedule: $[1st Trigger] 33.33% $[2nd Trigger] 66.66% $[3rd Trigger] 100% For the avoidance of doubt, satisfaction of the [3rd trigger] VWAP Amount satisfies, per se, the two lower VWAP Amounts; and satisfaction of the [2nd trigger] VWAP Amount satisfies, per se, the [1st trigger] VWAP Amount. For the purposes of this Agreement, the Committee shall have the same authority to adjust all or any of the VWAP Amounts above in those circumstances that are mentioned in the table below) shall Plan that confer on the Committee the authority to adjust the aggregate number of Shares that may be adjusted based on linear interpolation between applicable percentages. For exampleissued under the Plan, (1) if the Company’s Relative TSR is in the ___th percentile, then the payout percentage would be ___% of the Target Level, and (2) if the Company’s Relative TSR is in the ___th percentile, then the payout percentage would be ____% of the Target Level. (d) Annualized TSR shall be calculated as follows: where n represents the number of years over Shares subject to Incentive Awards, the price per Share for outstanding Incentive Awards, the Performance Period and/or Performance Criteria for outstanding Incentive Awards, the number of shares and type of Common Stock (or the securities or property) which Annualized TSR is measuredthereafter may be made the subject of Incentive Awards, the number of shares and type of Common Stock (or other securities or property) subject to outstanding Incentive Awards, the number of shares and type of Common Stock (or other securities or property) subject to the annual per-individual limitation under Section 1.4 of the Plan, the Option Price of each outstanding Incentive Award, and/or the number of or Option Price of Shares of Common Stock then subject to outstanding SARs previously granted and unexercised under the Plan.

Performance Measure. (a) The initial number of Units subject to this Exhibit C B is listed above, which number of Units assumes the Performance Measure described in this Section 3 is attained at the Target Level. The final number of Units, if any, subject to this Exhibit C B at the end of the Performance Period (defined below) shall be calculated as described below based upon the Payout Percentage (see table below in Section 3(c)). (b) The Performance Measure determines (1) the number of Holder’s Units for which the Forfeiture Restrictions shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, is based upon the Company’s Annualized Total Stockholder Average Return on Invested Capital (“Annualized TSR”) ranking relative to the TSR Peer Group (“Relative TSR Performance RankAverage ROIC”) for the three year period beginning on _______________, _____ and ending on and including ______________, _____ (“Performance Period”). For this purpose, the companies included in the Standard & Poor’s 500 index on ___________, _____ will be the “TSR Peer Group”. As provided in Section 3(c) below, the Performance Measure will be satisfied based on the Company’s Relative TSR Average ROIC during the Performance Period, as certified in writing by the Committee following the end of the Performance Period. (c) The Subject to the level of achievement of Average ROIC, the Forfeiture Restriction Restrictions shall lapse if with regard to the Company’s Relative TSR Performance Rank is at least the 30th percentile; provided that the final number percentage of Units subject to this Exhibit as of the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, shall be determined based on the Company’s Relative TSR Performance Rank as described Units designated in the table below. If the Company’s Relative TSR Performance Rank Average ROIC is between the levels designated in the table below, then the Payout Percentage (shown in the table below) shall be adjusted based on linear interpolation between applicable percentages. For example, (1) if the Company’s Relative TSR Average ROIC is in the ___th percentile___%, then the payout percentage would be ______% of the Target Level, and (2) if the Company’s Relative TSR Average ROIC is in the ___th percentile___%, then the payout percentage would be ______% of the Target Level. (d) Annualized TSR Average ROIC shall be calculated as follows: where n represents the number arithmetic average of years over which Annualized TSR is measuredReturn on Invested Capital for each fiscal year that comprises the Performance Period.

Performance Measure. (a) The number of Units subject to this Exhibit C is listed above, which number of Units assumes the Performance Measure described in this Section 3 is attained at the Target Level. The final number of Units, if any, subject to this Exhibit C at the end of the Performance Period shall be calculated as described below based upon the Payout Percentage (see table below in Section 3(c)). (b) The Performance Measure determines (1) the number of Holder’s Units for which the Forfeiture Restrictions shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, is based upon the Company’s Annualized Total Stockholder Return (“Annualized TSR”) ranking relative to the TSR Peer Group (“Relative TSR Performance Rank”) for the three ______ year period beginning on _______________, _____ and ending on and including ______________, _____ (“Performance Period”). For this purpose, the companies included in the Standard & Poor’s 500 index on ___________, _____ will be the “TSR Peer Group”. As provided in Section 3(c) below, the Performance Measure will be satisfied based on the Company’s Relative TSR during the Performance Period, as certified in writing by the Committee following the end of the Performance Period. (c) The Forfeiture Restriction shall lapse if the Company’s Relative TSR Performance Rank is at least the 30th ___th percentile; provided that the final number of Units subject to this Exhibit as of the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, shall be determined based on the Company’s Relative TSR Performance Rank as described in the table below. If the Company’s Relative TSR Performance Rank is between the levels designated in the table below, then the Payout Percentage (shown in the table below) shall be adjusted based on linear interpolation between applicable percentages. For example, (1) if the Company’s Relative TSR is in the ___th percentile, then the payout percentage would be ___% of the Target Level, and (2) if the Company’s Relative TSR is in the ___th percentile, then the payout percentage would be ____% of the Target Level. (d) Annualized TSR shall be calculated as follows: where n represents the number of years over which Annualized TSR is measured.

Performance Measure. (a) The initial number of Units subject to this Exhibit C B is listed above, which number of Units assumes the Performance Measure described in this Section 3 is attained at the Target Level. The final number of Units, if any, subject to this Exhibit C B at the end of the Performance Period (defined below) shall be calculated as described below based upon the Payout Percentage (see table below in Section 3(c)). (b) The Performance Measure determines (1) the number of Holder’s Units for which the Forfeiture Restrictions shall lapse on the Measurement Date, and (2) the number of shares of Stock delivered upon settlement of such Units. The number of Holder’s Units which cease to be subject to Forfeiture Restrictions on the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, is based upon the Company’s Annualized Total Stockholder Return (“Annualized TSR”) ranking relative to the TSR Peer Group (“Relative TSR Performance Rank”) for the three _______ year period beginning on _______________, _____ and ending on and including ______________, _____ (“Performance Period”). For this purpose, the companies included in the Standard & Poor’s 500 index on ___________, _____ will be the “TSR Peer Group”. As provided in Section 3(c) below, the Performance Measure will be satisfied based on the Company’s Relative Annualized TSR during the Performance Period, as certified in writing by the Committee following the end of the Performance Period. (c) The Forfeiture Restriction shall lapse if the Company’s Relative Annualized TSR Performance Rank is at least the 30th percentile__________ percent (___%); provided that the final number of Units subject to this Exhibit as of the Measurement Date, and the number of shares of Stock delivered with respect to Holder’s Units, Date shall be determined based on the Company’s Relative Annualized TSR Performance Rank as described in the table below. If the Company’s Relative Annualized TSR Performance Rank is between the levels designated in the table below, then the Payout Percentage (shown in the table below) shall be adjusted based on linear interpolation between applicable percentages. For example, (1) if the Company’s Relative Annualized TSR is in the ___th percentile___%, then the payout percentage would be ____% of the Target Level, and (2) if the Company’s Relative Annualized TSR is in the ___th percentile___%, then the payout percentage would be _____% of the Target Level. (d) Annualized TSR shall be calculated as followsas: where n represents the number of years over which Annualized TSR is measured.