Common use of Performance Objective Clause in Contracts

Performance Objective. The Performance Objective with respect to the Initial Performance Units is based on both (a) the Total Shareholder Return achieved by the Company relative to the Peer Companies (as defined below) for the Performance Period (the “Relative Total Shareholder Return”) and (b) the absolute annualized Total Shareholder Return achieved by the Company for the Performance Period (the “Absolute Total Shareholder Return”). “Total Shareholder Return” shall mean, as to the Company and each of the Peer Companies, the percentage rate of return shareholders receive through stock price changes and the receipt of cash dividends paid over the Performance Period, determined in accordance with the following formula: (Closing Value minus Initial Value plus Cash Dividends) divided by Initial Value, where: Closing Value means the average of the closing stock prices of the Company or such Peer Company, as applicable, on each trading day during the period beginning on the first day of the calendar month in which the last day of the Performance Period occurs and ending on the last day of the Performance Period; provided, however, that if a Peer Company ceases to have a class of common equity securities listed to trade under Section 12(b) or Section 12(g) of the Exchange Act during the Performance Period (determined after any applicable adjustment by the Committee pursuant to Section 9 hereof), then the Total Shareholder Return for such Peer Company shall be determined by the Committee as provided in the preceding provisions of this sentence but, from and after the date of such cessation, the price per share of such Peer Company’s common stock shall be deemed to be equal to the price per share of such common stock immediately prior to such cessation increased by the interest that would be earned on such amount if it were invested in U.S. Treasury securities of approximate equal duration to the portion of the Performance Period remaining after such cessation. Notwithstanding the foregoing, if Total Shareholder Return for the Company is required to be determined for purposes of Section 5(a) hereof, then the Closing Value with respect to the Company shall mean the fair market value (as determined in good faith by the Committee) of the consideration received by the stockholders of the Company with respect to each share of Common Stock as of the effective time of the Change of Control (as defined in Section 5(e) hereof); provided, however, that if such Change of Control is effected in a manner that does not result in the stockholders of the Company receiving consideration in exchange for their Common Stock, then such Closing Value shall mean the Fair Market Value on the Change of Control Date (as defined in Section 5 hereof).

Performance Objective. The Performance Objective with respect to the Initial Performance Units is will be determined on each Measurement Date based on both (a) the Total Shareholder Return achieved by the Company relative Company’s Share Price Appreciation as compared to that of the Peer Companies Group Index (as defined below) for the Performance Period (the “Relative Total Shareholder Return”) and (b) the absolute annualized Total Shareholder Return achieved by the Company for the Performance Period (the “Absolute Total Shareholder Return”). “Total Shareholder ReturnShare Price Appreciation” shall mean, as to the Company and each of the Peer Companies, Group Index the percentage annualized rate of return shareholders receive through stock or unit price changes (disregarding any dividends or other distributions paid), from the first day of the Performance Period through the applicable Measurement Date. For purposes of determining the Share Price Appreciation for the Company and the receipt Peer Group Index through the applicable Measurement Date, the change in the price of cash dividends paid over the Company’s Common Stock and the Peer Group Index’s trading price, as the case may be, shall be based upon the closing price of the Common Stock and the Peer Group Index on the trading date immediately prior to the first day of the Performance PeriodPeriod (the “Initial Value”) and the closing price on the applicable Measurement Date. Achievement with respect to this Performance Objective shall be determined as of each Measurement Date by the Committee based on difference between the Company’s Share Price Appreciation and the Share Price Appreciation of the Peer Group Index from the first day of the Performance Period through such Measurement Date (the “Performance Delta”), and shall be determined in accordance with the following formula: (Closing Value minus Initial Value plus Cash Dividends) divided by Initial Value, where: Closing Value table set forth in Appendix A hereto. The “Peer Group Index” means the average Dow ▇▇▇▇▇ U.S. Oil & Gas Exploration & Production Index, as measured by the performance of the closing stock prices iShares Dow ▇▇▇▇▇ U.S. Oil & Gas Exploration & Production Index Fund (NYSEARCA: IEO). As soon as administratively practicable following each Measurement Date (but in no event later than the 15th day of the Company or such Peer Company, as applicable, on each trading day during the period beginning on the first day of third calendar month following the calendar month in which the last day of Measurement Date occurs), the Committee shall certify whether and to the extent that the Performance Period occurs Objective has been achieved and ending will determine, in the manner described above, the number of Performance Units, if any, determined to be earned on such Measurement Date pursuant to the last day table in Appendix A. The number of the Performance Period; providedUnits, howeverif any, that if a Peer Company ceases to have a class of common equity securities listed to trade under Section 12(b) or Section 12(g) of the Exchange Act during the Performance Period (determined after any applicable adjustment by the Committee pursuant to Section 9 hereof), then the Total Shareholder Return for such Peer Company shall be determined by the Committee as provided in the preceding provisions of this sentence but, from and after the date of such cessation, the price per share of such Peer Company’s common stock Section 3 shall be deemed referred to be equal to as the price per share of such common stock immediately prior to such cessation increased by the interest that would be earned on such amount if it were invested in U.S. Treasury securities of approximate equal duration to the portion of the “Earned Performance Period remaining after such cessation. Notwithstanding the foregoing, if Total Shareholder Return for the Company is required to be determined for purposes of Section 5(a) hereof, then the Closing Value with respect to the Company shall mean the fair market value (as determined in good faith by the Committee) of the consideration received by the stockholders of the Company with respect to each share of Common Stock as of the effective time of the Change of Control (as defined in Section 5(e) hereof); provided, however, that if such Change of Control is effected in a manner that does not result in the stockholders of the Company receiving consideration in exchange for their Common Stock, then such Closing Value shall mean the Fair Market Value on the Change of Control Date (as defined in Section 5 hereof)Units.”

Performance Objective. The Performance Objective with respect to the Initial Performance Units is will be determined on the Measurement Date based on both (a) the Total Shareholder Return achieved by the Company relative Company’s Share Price Appreciation as compared to that of the Peer Companies Group Index (as defined below) for the Performance Period (the “Relative Total Shareholder Return”) and (b) the absolute annualized Total Shareholder Return achieved by the Company for the Performance Period (the “Absolute Total Shareholder Return”). “Total Shareholder ReturnShare Price Appreciation” shall mean, as to the Company and each of the Peer Companies, Group Index the percentage annualized rate of return shareholders receive through stock or unit price changes (disregarding any dividends or other distributions paid), from the first day of the Performance Period through the Measurement Date which, for the avoidance of doubt, may be positive or negative. For purposes of determining the Share Price Appreciation for the Company and the receipt Peer Group Index through the Measurement Date, the change in the price of cash dividends paid over the Company’s Common Stock and the Peer Group Index’s trading price, as the case may be, shall be based upon the closing price of the Common Stock and the Peer Group Index on the trading date immediately prior to the first day of the Performance PeriodPeriod (the “Initial Value”) and the closing price on the Measurement Date. Achievement with respect to this Performance Objective shall be determined as of the Measurement Date by the Committee based on difference between the Company’s Share Price Appreciation and the Share Price Appreciation of the Peer Group Index from the first day of the Performance Period through the Measurement Date (the “Performance Delta”), and shall be determined in accordance with the following formula: (Closing Value minus Initial Value plus Cash Dividends) divided by Initial Value, where: Closing Value table set forth in Appendix A hereto. The “Peer Group Index” means the average Dow ▇▇▇▇▇ U.S. Oil & Gas Exploration & Production Index, as measured by the performance of the closing stock prices iShares Dow ▇▇▇▇▇ U.S. Oil & Gas Exploration & Production Index Fund (NYSEARCA: IEO). As soon as administratively practicable following the Measurement Date (but in no event later than the 15th day of the Company or such Peer Company, as applicable, on each trading day during the period beginning on the first day of third calendar month following the calendar month in which the last day of Measurement Date occurs), the Committee shall certify whether and to the extent that the Performance Period occurs Objective has been achieved and ending will determine, in the manner described above, the number of Performance Units, if any, determined to be earned on the last day Measurement Date pursuant to the table in Appendix A. The number of the Performance Period; providedUnits, howeverif any, that if a Peer Company ceases to have a class of common equity securities listed to trade under Section 12(b) or Section 12(g) of the Exchange Act during the Performance Period (determined after any applicable adjustment by the Committee pursuant to Section 9 hereof), then the Total Shareholder Return for such Peer Company shall be determined by the Committee as provided in the preceding provisions of this sentence but, from and after the date of such cessation, the price per share of such Peer Company’s common stock Section 3 shall be deemed referred to be equal to as the price per share of such common stock immediately prior to such cessation increased by the interest that would be earned on such amount if it were invested in U.S. Treasury securities of approximate equal duration to the portion of the “Earned Performance Period remaining after such cessation. Notwithstanding the foregoing, if Total Shareholder Return for the Company is required to be determined for purposes of Section 5(a) hereof, then the Closing Value with respect to the Company shall mean the fair market value (as determined in good faith by the Committee) of the consideration received by the stockholders of the Company with respect to each share of Common Stock as of the effective time of the Change of Control (as defined in Section 5(e) hereof); provided, however, that if such Change of Control is effected in a manner that does not result in the stockholders of the Company receiving consideration in exchange for their Common Stock, then such Closing Value shall mean the Fair Market Value on the Change of Control Date (as defined in Section 5 hereof)Units.”

Performance Objective. The Performance Objective with respect to the Initial Performance Units is will be determined on each Measurement Date based on both (a) the Total Shareholder Return achieved by the Company relative Company's Share Price Appreciation as compared to that of the Peer Companies Group Index (as defined below) for the Performance Period (the “Relative Total Shareholder Return”) and (b) the absolute annualized Total Shareholder Return achieved by the Company for the Performance Period (the “Absolute Total Shareholder Return”). “Total Shareholder ReturnShare Price Appreciation” shall mean, as to the Company and each of the Peer Companies, Group Index the percentage annualized rate of return shareholders receive through stock or unit price changes (disregarding any dividends or other distributions paid), from the first day of the Performance Period through the applicable Measurement Date. For purposes of determining the Share Price Appreciation for the Company and the receipt Peer Group Index through the applicable Measurement Date, the change in the price of cash dividends paid over the Company's Common Stock and the Peer Group Index's trading price, as the case may be, shall be based upon the closing price of the Common Stock and the Peer Group Index on the trading date immediately prior to the first day of the Performance PeriodPeriod (the “Initial Value”) and the closing price on the applicable Measurement Date. Achievement with respect to this Performance Objective shall be determined as of each Measurement Date by the Committee based on difference between the Company's Share Price Appreciation and the Share Price Appreciation of the Peer Group Index from the first day of the Performance Period through such Measurement Date (the “Performance Delta”), and shall be determined in accordance with the following formula: (Closing Value minus Initial Value plus Cash Dividends) divided by Initial Value, where: Closing Value table set forth in Appendix A hereto. The “Peer Group Index” means the average Dow ▇▇▇▇▇ U.S. Oil & Gas Exploration & Production Index, as measured by the performance of the closing stock prices iShares Dow ▇▇▇▇▇ U.S. Oil & Gas Exploration & Production Index Fund (NYSEARCA: IEO). As soon as administratively practicable following each Measurement Date (but in no event later than the 15th day of the Company or such Peer Company, as applicable, on each trading day during the period beginning on the first day of third calendar month following the calendar month in which the last day of Measurement Date occurs), the Committee shall certify whether and to the extent that the Performance Period occurs Objective has been achieved and ending will determine, in the manner described above, the number of Performance Units, if any, determined to be earned on such Measurement Date pursuant to the last day table in Appendix A. The number of the Performance Period; providedUnits, howeverif any, that if a Peer Company ceases to have a class of common equity securities listed to trade under Section 12(b) or Section 12(g) of the Exchange Act during the Performance Period (determined after any applicable adjustment by the Committee pursuant to Section 9 hereof), then the Total Shareholder Return for such Peer Company shall be determined by the Committee as provided in the preceding provisions of this sentence but, from and after the date of such cessation, the price per share of such Peer Company’s common stock Section 3 shall be deemed referred to be equal to as the price per share of such common stock immediately prior to such cessation increased by the interest that would be earned on such amount if it were invested in U.S. Treasury securities of approximate equal duration to the portion of the “Earned Performance Period remaining after such cessation. Notwithstanding the foregoing, if Total Shareholder Return for the Company is required to be determined for purposes of Section 5(a) hereof, then the Closing Value with respect to the Company shall mean the fair market value (as determined in good faith by the Committee) of the consideration received by the stockholders of the Company with respect to each share of Common Stock as of the effective time of the Change of Control (as defined in Section 5(e) hereof); provided, however, that if such Change of Control is effected in a manner that does not result in the stockholders of the Company receiving consideration in exchange for their Common Stock, then such Closing Value shall mean the Fair Market Value on the Change of Control Date (as defined in Section 5 hereof)Units.”