Common use of Performance Option Clause in Contracts

Performance Option. The Performance Option shall become vested and exercisable with respect to 20% of the shares of Common Stock underlying such Performance Option at the end of each of the first five Fiscal Years occurring after the Grant Date, if and only if the Company achieves the Performance Target Value per Fully Diluted Shares targets set forth on Schedule A attached hereto (each, a “Performance Target”) with respect to the applicable Fiscal Year; provided that, to the extent the Company makes a distribution to shareholders of the Company of cash or property which affects the Performance Target Value per Fully Diluted Shares, the Board will adjust the Performance Target to account therefor, and provided further that, following the third Fiscal Year occurring after the Grant Date, the Performance Option shall become vested and exercisable with respect to 10% of the shares of Common Stock underlying such Performance Option if the Company achieves (x) for the fourth Fiscal Year occurring after the Grant Date, 95% of the applicable Performance Target or (y) for the fifth Fiscal Year occurring after the Grant Date, 92.5% of the applicable Performance Target. Notwithstanding the foregoing, in the event that a Performance Target is not achieved in a particular Fiscal Year (any such year, a “Missed Year”), if and only to the extent that performance of the Company in any subsequent Fiscal Year satisfies the Performance Target applicable to any such subsequent Fiscal Year, then the applicable percentage of the Performance Option that was scheduled to become vested and exercisable in respect of such Missed Year shall become vested and exercisable as of the end of the Fiscal Year in respect of which the Performance Target is achieved. Notwithstanding anything herein to the contrary, in the event the Grant Date occurs in the second six (6) months of a Fiscal Year, the Performance Option shall not be eligible to become vested and exercisable as to the first 20% of the shares of Common Stock underlying such Performance Option until the end of the next full Fiscal Year following the Fiscal Year in which the Grant Date occurs; provided, however, that, the Committee, in its sole discretion, may provide that the first 20% of the shares of Common Stock underlying such Performance Option (or a pro-rata portion thereof) is eligible to become vested and exercisable in the Fiscal Year in which the Grant Date occurs.

Performance Option. (A) The Performance Option shall become vested and exercisable with respect as to 20100% of the shares subject to such Option on December 31, 2012; provided, however, that the vesting and exercisability of Common Stock underlying such the Performance Option at will be accelerated pursuant to the end of each of the first five Fiscal Years occurring after the Grant Datefollowing schedule, if and only if to the extent that the Company achieves the Performance Target Value per Fully Diluted Shares applicable annual performance targets for each of the Company’s Fiscal Years 2005 through 2009 set forth on in the KKR/▇▇▇▇▇▇ Financial Plan attached hereto as Schedule A attached hereto (each, a the “Performance TargetKKR/R Plan”) with in respect to of which the applicable Fiscal Year; provided that, to the extent the Company makes a distribution to shareholders percentage of the Company of cash or property which affects the Performance Target Value per Fully Diluted Shares, the Board will adjust the Performance Target to account therefor, and provided further that, following the third Fiscal Year occurring after the Grant Date, the Performance Option shall may become vested and exercisable with respect to 10% of the shares of Common Stock underlying such Performance Option if the Company achieves (x) for the fourth Fiscal Year occurring after the Grant Dateeach, 95% of the applicable Performance Target or (y) for the fifth Fiscal Year occurring after the Grant Date, 92.5% of the applicable an “Annual Performance Target. Notwithstanding the foregoing”): December 31, in 2005 25 % December 31, 2006 50 % December 31, 2007 75 % December 31, 2008 90 % December 31, 2009 100 % In the event that a an Annual Performance Target is not achieved in a particular Fiscal Year (any such year, a “Missed Year”), if and only to the extent that performance of the Company in any subsequent Fiscal Year satisfies the Cumulative Performance Target Targets (as set forth in Schedule A) applicable to any such subsequent Fiscal Year, then the applicable percentage of the Performance Option that was scheduled to become vested and exercisable in respect of such Missed Year shall become vested and exercisable as of the end of the Fiscal Year in respect of which the Cumulative Performance Target is Targets are achieved. Notwithstanding anything herein to the contrary, in . (B) In the event that the Grant Date occurs in Optionee’s employment with the second six Company terminates for any reason (6other than for Cause by the Company) months after the end of a particular Fiscal YearYear but before the Determination Date (as defined below) in respect of such year, if the Annual Performance Targets applicable to such Fiscal Year are determined to have been achieved upon the Determination Date, then the percentage of the Performance Option shall not that would otherwise be eligible to become vested and exercisable as to the first 20% of the shares of Common Stock underlying such Performance Option until the end of the next full Fiscal Year following the Fiscal Year in which the Grant Date occurs; provided, however, that, the Committee, in its sole discretion, may provide that the first 20% of the shares of Common Stock underlying such Performance Option (or a pro-rata portion thereof) is eligible to become vested and exercisable in the respect of such prior Fiscal Year in which accordance with the Grant Date occursschedule set forth in Section 3.1(a)(ii)(A) above shall be deemed to have been vested and exercisable immediately prior to the date of termination of the Optionee’s employment with the Company.

Performance Option. (i) The Performance Option shall become vested and exercisable with respect to 2025% of the shares of Common Stock underlying subject to such Option commencing on the second anniversary of the Grant Date and on each anniversary thereafter upon the achievement by the Company of the Performance Option at the end Targets established in respect of each fiscal year of the first five Fiscal Years occurring after the Grant Date, if Company and only if the Company achieves the Performance Target Value per Fully Diluted Shares targets set forth on Schedule Exhibit A attached hereto (each, a “Plan Year”). If the Company does not achieve its Performance TargetTargets for any given Plan Year (a “Missed Year”) with ), the Performance Option shall not become exercisable in respect to the applicable Fiscal of such Plan Year; provided thatprovided, however, that if (x) the Company achieves its Cumulative EBITDA Target (as set forth on Exhibit A) as of any Plan Year subsequent to a Missed Year and (y) the KKR Partnerships achieve their ROGI Target (as set forth on Exhibit A) in respect of the same Plan Year for which the achievement of Performance Targets are being determined, then any prior percentage of the Performance Option in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated or become exercisable). (ii) Notwithstanding the Company makes a distribution to shareholders of the Company of cash or property which affects the Performance Target Value per Fully Diluted Shares, the Board will adjust the Performance Target to account therefor, and provided further that, following the third Fiscal Year occurring after the Grant Dateforegoing, the Performance Option shall become vested and exercisable with respect as to 10100% of the shares of Common Stock underlying subject to such Performance Option if on the Company achieves (x) for the fourth Fiscal Year occurring after eighth anniversary of the Grant Date, 95% of the applicable Performance Target or Date (y) for the fifth Fiscal Year occurring after the Grant Date, 92.5% of the applicable Performance Target. Notwithstanding the foregoing, in the event that a Performance Target is not achieved in a particular Fiscal Year (any such year, a “Missed Year”), if and but only to the extent that performance of such Option has not otherwise terminated or become exercisable). (iii) Notwithstanding the Company in any subsequent Fiscal Year satisfies the Performance Target applicable to any such subsequent Fiscal Year, then the applicable percentage of the Performance Option that was scheduled to become vested and exercisable in respect of such Missed Year shall become vested and exercisable as of the end of the Fiscal Year in respect of which the Performance Target is achieved. Notwithstanding anything herein to the contrary, in the event the Grant Date occurs in the second six (6) months of a Fiscal Yearforegoing, the Performance Option shall become immediately exercisable immediately prior to a Change of Control (but only to the extent such Option has not be eligible to otherwise terminated or become vested and exercisable exercisable) as to the first 20% such percentage, if any, of the shares of Common Stock underlying subject to such Option which, after such acceleration of exercisability, shall still result in the KKR Partnerships’ achievement of the KKR Return. Upon the occurrence of the Change of Control, all or any portion of the Performance Option until that, after the end application of the next full Fiscal Year following the Fiscal Year in which the Grant Date occurs; providedforegoing sentence, howeverremains unexercisable, that, the Committee, in its sole discretion, may provide that the first 20% of the shares of Common Stock underlying such Performance Option (or a pro-rata portion thereof) is eligible to become vested and exercisable in the Fiscal Year in which the Grant Date occursshall immediately terminate.

Performance Option. The (a) Unless otherwise provided in this Agreement, this Performance Option shall become vested and exercisable with respect to 20% of the shares of Common Stock underlying subject to such Performance Option at the end of on each of the first five Fiscal Years occurring after the Grant Date, if and only if the Company achieves the Performance Target Value per Fully Diluted Shares targets set forth on Schedule A attached hereto (each, a “Performance Target”) with respect to the applicable Fiscal Year; provided thatAnniversary Dates mentioned in Section 3.1 hereof, to the extent that the Company makes Company's actual performance for the Fiscal Year equals or exceeds the applicable Performance Target. (b) If any Fiscal Year is a distribution Missed Year, such Performance Option shall become exercisable with respect to shareholders a portion of the Company shares subject to Performance Option in an amount equal to the product of cash (i) 20%, (ii) the Applicable Percentage and (iii) the total number of shares subject to Optionee's Performance Option. (c) If either all or property which affects a portion of Optionee's Performance Option do not become exercisable in any year pursuant to the above, such Option may nonetheless become exercisable based on the Cumulative Performance Target Value per Fully Diluted Sharesin an amount equal to (i) the product of (A) 40%, if the Board will adjust determination is on the Performance Target to account thereforsecond Anniversary Date, and provided further that60%, following if on the third Fiscal Year occurring after Anniversary Date, 80%, if on the Grant fourth Anniversary Date and 100%, if on the fifth Anniversary Date, (B) the Applicable Percentage and (C) total number of shares subject to Optionee's Performance Option less (ii) the total number of shares of Common Stock subject to Optionee's Performance Option which have become exercisable. (d) Notwithstanding the foregoing, the Performance Option shall become vested and exercisable with respect as to 10100% of the shares of Common Stock underlying such subject to the Performance Option if the Company achieves nine and one-half (x9 1/2) for the fourth Fiscal Year occurring years after the Grant Date, 95% date of the applicable Performance Target or grant (y) for the fifth Fiscal Year occurring after the Grant Date, 92.5% of the applicable Performance Target. Notwithstanding the foregoing, in the event that a Performance Target is not achieved in a particular Fiscal Year (any such year, a “Missed Year”), if and but only to the extent that performance of the Company in any subsequent Fiscal Year satisfies the Performance Target applicable to any such subsequent Fiscal Year, then the applicable percentage of the Performance Option that was scheduled to become vested and exercisable in respect of such Missed Year shall become vested and exercisable as of the end of the Fiscal Year in respect of which the Performance Target is achieved. Notwithstanding anything herein to the contrary, in the event the Grant Date occurs in the second six (6) months of a Fiscal Year, the Performance Option shall not be eligible to become vested and exercisable as to the first 20% of the shares of Common Stock underlying such Performance Option until has not otherwise terminated or become exercisable) at an exercise price of $20.00 per share, as adjusted pursuant to Section 2.4 herein, whether or not the end of the next full Fiscal Year following the Fiscal Year in which the Grant Date occurs; provided, however, that, the Committee, in its sole discretion, may provide that the first 20% of the shares of Common Stock underlying such Performance Option (or a pro-rata portion thereof) is eligible to become vested and exercisable in the Fiscal Year in which the Grant Date occursTargets are achieved.

Performance Option. The Subject to Section 4(a) and to the Participant’s continued Employment by the Company or its Affiliate, the Performance Option shall become vested and exercisable with respect to 20% as follows: (i) As of the shares of Common Stock underlying such Performance Option at the end of each of the first five Fiscal Years occurring after the Grant DateMarch 31, if and only if the Company achieves the Performance Target Value per Fully Diluted Shares targets set forth on Schedule A attached hereto (each, a “Performance Target”) with respect to the applicable Fiscal Year; provided that, to the extent the Company makes a distribution to shareholders of the Company of cash or property which affects the Performance Target Value per Fully Diluted Shares, the Board will adjust the Performance Target to account therefor, and provided further that, following the third Fiscal Year occurring after the Grant Date20 , the Performance Option shall become vested and exercisable with respect to 10( %) of the Shares subject to such Performance Option (the Performance “Tranche”) if and only if the Committee determines the Company has achieved at least 85% of the shares of Common Stock underlying such Performance Option if the Company achieves (x) for the fourth Fiscal Year occurring after the Grant Date, 95% Target established in respect of the applicable Performance Target or (ycalendar year(s) ending . If the Company’s Consolidated EBITDA for the fifth Fiscal Year occurring after the Grant Date, 92.5a calendar year is between 85% and 100% of the applicable Performance Target. Notwithstanding , 20% to 100% of the foregoing, in the event that a Performance Target is not achieved in a particular Fiscal Year (any such year, a “Missed Year”), if and only Shares subject to the extent that Performance Tranche, determined on a straight-line basis for performance between 85% and 100% of the Company in any subsequent Fiscal Year satisfies such Performance Target, shall vest and become exercisable. Achievement of the Performance Target applicable will be determined with reference to the Company’s consolidated financial statements in conformity with United States generally accepted accounting principles; provided that the Committee shall have discretion to exclude the impact of one-time or non-recurring gains or losses and the Committee may adjust the Performance Target in its reasonable discretion to reflect the impact of any such subsequent Fiscal Year, then corporate acquisitions and divestitures. If the Company does not achieve at least 85% of the applicable percentage Performance Target, determined as described above, no portion of the Performance Option that was scheduled to shall become vested and or exercisable in respect of such Missed Year year. The Committee intends to provide the Participant with an annual written notice of the extent to which the Performance Option vested in the immediately prior year. (ii) Notwithstanding Section 3(b)(i), the Performance Option shall become vested and exercisable as to 100% of the end outstanding and unvested Shares subject to such Performance Option on the date that is eight (8) years following the Date of the Fiscal Year in respect of which Grant, whether or not the Performance Target is has been achieved. Notwithstanding anything herein to the contrary, in the event the Grant Date occurs in the second six (6) months of a Fiscal Year, the Performance Option shall not be eligible to become vested and exercisable as to the first 20% of the shares of Common Stock underlying such Performance Option until the end of the next full Fiscal Year following the Fiscal Year in which the Grant Date occurs; provided, however, that, that the 8th anniversary vesting date will no longer be of any effect if the elimination of such vesting date will not cause the Performance Option to be subject to variable accounting treatment as determined by the Committee, in its sole discretion, may provide that the first 20% of the shares of Common Stock underlying such Performance Option (or a pro-rata portion thereof) is eligible to become vested and exercisable in the Fiscal Year in which the Grant Date occurs.