Common use of Performance Targets Clause in Contracts

Performance Targets. Subject to Section 3.1(d)(ii) of the Agreement, the Performance Option shall become Earned with respect to a percentage of Membership Units that are subject to the Performance Option based on the Company’s level of achievement of consolidated annual EBITDA for the 2019 fiscal year, which shall be the 52-week period ending on February 1, 2020 (such 52-week period, the “Grant Year”), in accordance with the following terms and conditions. • If the Company’s actual consolidated annual EBITDA for the Grant Year is equal to or greater than $ , which amount is the Company’s target consolidated annual EBITDA for the Grant Year (such amount, the “Grant Year High Performance Target”), then one hundred percent (100%) of the Performance Option shall be Earned. • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year High Performance Target but equal to or greater than $ (such amount, the “Grant Year Low Performance Target”), then the portion of the Performance Option that shall be Earned shall be equal to a percentage, rounded to two decimal places (the “Earned Percentage”), calculated based on a fraction wherein the numerator is equal to the difference between (i) the Company’s actual consolidated annual EBITDA for the Grant Year and (ii) $ , which amount was the Company’s consolidated annual EBITDA for the 2018 fiscal year (the ‘Prior Year Performance Amount”), and the denominator is equal to the difference between (i) the Grant Year High Performance Target and (ii) the Prior Year Performance Amount. The number of Membership Units that are subject to the Performance Option that shall be so Earned shall be equal to an amount determined by multiplying (x) the Earned Percentage, by (y) the number of Membership Units that are subject to the Performance Option granted (rounded down to the nearest whole share). The illustrative example below assumes that the Company’s actual consolidated annual EBITDA for the Grant Year is equal to $ . Based on such assumption, 80.0% of the Membership Units that are subject to the Performance Option shall be Earned. (Actual consolidated annual EBITDA for the Grant Year – Prior Year Performance Amount) ÷ (Grant Year High Performance Target – Prior Year Performance Amount) or • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year Low Performance Target, then none (0.00%) of the Membership Units that are subject to the Performance Option shall be Earned. • All determinations and interpretations relating to the Company’s achievement of the Grant Year Low Performance Target and/or the Grant Year High Performance Target and the Fair Market Value of each Membership Unit of the Company shall be made in good faith by the Committee, and all determinations and interpretations made in good faith by the Committee shall be final and binding upon the Grantee and all other interested persons. • One quarter (1/4th) of the portion of the Performance Option that has been Earned shall be vested and exercisable on the date of determination by the Committee of the Company’s actual consolidated annual EBITDA for the Grant Year and the remaining portion of the Performance Option that has been Earned shall become vested and exercisable on each monthly anniversary of the last day of the Grant Year in equal installments, such that 100% of the portion of the Performance Option that has been Earned shall be vested and exercisable on the third anniversary of the last day of the Grant Year.

Performance Targets. Subject to Section 3.1(d)(ii) of the Agreement, the Performance Option shall become Earned with respect to a percentage of Membership Units that are subject to the Performance Option based on the Company’s level of achievement of consolidated annual EBITDA for the 2019 2018 fiscal year, which shall be the 52-week period ending on February 12, 2020 2019 (such 52-week period, the “Grant Year”), in accordance with the following terms and conditions. • If the Company’s actual consolidated annual EBITDA for the Grant Year is equal to or greater than $ million, which amount is the Company’s target consolidated annual EBITDA for the Grant Year (such amount, the “Grant Year High Performance Target”), then one hundred percent (100%) of the Performance Option shall be Earned. • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year High Performance Target but equal to or greater than $ million (such amount, the “Grant Year Low Performance Target”), then the portion of the Performance Option that shall be Earned shall be equal to a percentage, rounded to two decimal places (the “Earned Percentage”), calculated based on a fraction wherein the numerator is equal to the difference between (i) the Company’s actual consolidated annual EBITDA for the Grant Year and (ii) $ million, which amount was the Company’s consolidated annual EBITDA for the 2018 2017 fiscal year (the ‘“Prior Year Performance Amount”), and the denominator is equal to the difference between (i) the Grant Year High Performance Target and (ii) the Prior Year Performance Amount. The number of Membership Units that are subject to the Performance Option that shall be so Earned shall be equal to an amount determined by multiplying (x) the Earned Percentage, by (y) the number of Membership Units that are subject to the Performance Option granted (rounded down to the nearest whole share). The illustrative example below assumes that the Company’s actual consolidated annual EBITDA for the Grant Year is equal to $ million. Based on such assumption, 80.059.6% of the Membership Units that are subject to the Performance Option shall be Earned. (Actual consolidated annual EBITDA for the Grant Year – Prior Year Performance Amount) ÷ (Grant Year High Performance Target – Prior Year Performance Amount) or • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year Low Performance Target, then none (0.00%) of the Membership Units that are subject to the Performance Option shall be Earned. • All determinations and interpretations relating to the Company’s achievement of the Grant Year Low Performance Target and/or the Grant Year High Performance Target and the Fair Market Value of each Membership Unit of the Company shall be made in good faith by the Committee, and all determinations and interpretations made in good faith by the Committee shall be final and binding upon the Grantee Optionee and all other interested persons. • One quarter (1/4th) Earned Performance Option Vesting Schedule The following percentages of the portion of the Performance Option that has been Earned shall be Earned: Shall become vested and exercisable on the each of the following corresponding dates: 25% The date of determination by the Committee of the Company’s actual consolidated annual EBITDA for the Grant Year and the remaining portion of the Performance Option that has been Earned shall become vested and exercisable on each monthly Year. 25% First anniversary of the last day of the Grant Year in equal installments, such that 10025% Second anniversary of the portion last day of the Performance Option that has been Earned shall be vested and exercisable on the third Grant Year 25% Third anniversary of the last day of the Grant Year.

Performance Targets. Subject to Section 3.1(d)(ii) of the Agreement, the Performance Option shall become Earned with respect to a percentage of Membership Units that are subject to the Performance Option based on the Company’s level of achievement of consolidated annual EBITDA for the 2019 2016 fiscal year, which shall be the 52-week period ending on February 1January 28, 2020 2017 (such 52-week period, the “Grant Year”), in accordance with the following terms and conditions. • If the Company’s actual consolidated annual EBITDA for the Grant Year is equal to or greater than $ million, which amount is the Company’s target consolidated annual EBITDA for the Grant Year (such amount, the “Grant Year High Performance Target”), then one hundred percent (100%) of the Performance Option shall be Earned. • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year High Performance Target but equal to or greater than $ million (such amount, the “Grant Year Low Performance Target”), then the portion of the Performance Option that shall be Earned shall be equal to a percentage, rounded to two decimal places (the “Earned Percentage”), calculated based on a fraction wherein the numerator is equal to the difference between (i) the Company’s actual consolidated annual EBITDA for the Grant Year and (ii) $ million, which amount was the Company’s consolidated annual EBITDA for the 2018 2015 fiscal year (the ‘Prior Year Performance Amount”), and the denominator is equal to the difference between (i) the Grant Year High Performance Target and (ii) the Prior Year Performance Amount. The number of Membership Units that are subject to the Performance Option that shall be so Earned shall be equal to an amount determined by multiplying (x) the Earned Percentage, by (y) the number of Membership Units that are subject to the Performance Option granted (rounded down to the nearest whole share). The illustrative example below assumes that the Company’s actual consolidated annual EBITDA for the Grant Year is equal to $ million. Based on such assumption, 80.061.90% of the Membership Units that are subject to the Performance Option shall be Earned. (Actual consolidated annual EBITDA for the Grant Year – Prior Year Performance Amount) ÷ (Grant Year High Performance Target – Prior Year Performance Amount) or • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year Low Performance Target, then none (0.00%) of the Membership Units that are subject to the Performance Option shall be Earned. • All determinations and interpretations relating to the Company’s achievement of the Grant Year Low Performance Target and/or the Grant Year High Performance Target and the Fair Market Value of each Membership Unit of the Company shall be made in good faith by the Committee, and all determinations and interpretations made in good faith by the Committee shall be final and binding upon the Grantee Optionee and all other interested persons. • One quarter (1/4th) Earned Performance Option Vesting Schedule The following percentages of the portion of the Performance Option that has been Earned shall be Earned: Shall become vested and exercisable on the each of the following corresponding dates: 25% The date of determination by the Committee of the Company’s actual consolidated annual EBITDA for the Grant Year and the remaining portion of the Performance Option that has been Earned shall become vested and exercisable on each monthly Year. 25% First anniversary of the last day of the Grant Year in equal installments, such that 10025% Second anniversary of the portion last day of the Performance Option that has been Earned shall be vested and exercisable on the third Grant Year 25% Third anniversary of the last day of the Grant Year.

Performance Targets. Subject to Section 3.1(d)(ii) of the Agreement, the Performance Option shall become Earned with respect to a percentage of Membership Units that are subject to the Performance Option based on the Company’s level of achievement of consolidated annual EBITDA for the 2019 2017 fiscal year, which shall be the 5253-week period ending on February 13, 2020 2018 (such 5253-week period, the “Grant Year”), in accordance with the following terms and conditions. • If the Company’s actual consolidated annual EBITDA for the Grant Year is equal to or greater than $ million, which amount is the Company’s target consolidated annual EBITDA for the Grant Year (such amount, the “Grant Year High Performance Target”), then one hundred percent (100%) of the Performance Option shall be Earned. • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year High Performance Target but equal to or greater than $ million (such amount, the “Grant Year Low Performance Target”), then the portion of the Performance Option that shall be Earned shall be equal to a percentage, rounded to two decimal places (the “Earned Percentage”), calculated based on a fraction wherein the numerator is equal to the difference between (i) the Company’s actual consolidated annual EBITDA for the Grant Year and (ii) $ million, which amount was the Company’s consolidated annual EBITDA for the 2018 2016 fiscal year (the ‘Prior Year Performance Amount”), and the denominator is equal to the difference between (i) the Grant Year High Performance Target and (ii) the Prior Year Performance Amount. The number of Membership Units that are subject to the Performance Option that shall be so Earned shall be equal to an amount determined by multiplying (x) the Earned Percentage, by (y) the number of Membership Units that are subject to the Performance Option granted (rounded down to the nearest whole share). The illustrative example below assumes that the Company’s actual consolidated annual EBITDA for the Grant Year is equal to $ million. Based on such assumption, 80.053.90% of the Membership Units that are subject to the Performance Option shall be Earned. (Actual consolidated annual EBITDA for the Grant Year – Prior Year Performance Amount) ÷ (Grant Year High Performance Target – Prior Year Performance Amount) or • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year Low Performance Target, then none (0.00%) of the Membership Units that are subject to the Performance Option shall be Earned. • All determinations and interpretations relating to the Company’s achievement of the Grant Year Low Performance Target and/or the Grant Year High Performance Target and the Fair Market Value of each Membership Unit of the Company shall be made in good faith by the Committee, and all determinations and interpretations made in good faith by the Committee shall be final and binding upon the Grantee Optionee and all other interested persons. • One quarter (1/4th) Earned Performance Option Vesting Schedule The following percentages of the portion of the Performance Option that has been Earned shall be Earned: Shall become vested and exercisable on the each of the following corresponding dates: 25% The date of determination by the Committee of the Company’s actual consolidated annual EBITDA for the Grant Year and the remaining portion of the Performance Option that has been Earned shall become vested and exercisable on each monthly Year. 25% First anniversary of the last day of the Grant Year in equal installments, such that 10025% Second anniversary of the portion last day of the Performance Option that has been Earned shall be vested and exercisable on the third Grant Year 25% Third anniversary of the last day of the Grant Year.

Performance Targets. Subject to Section 3.1(d)(ii) of the Agreement, the Performance Option shall become Earned with respect to a percentage of Membership Units that are subject to the Performance Option based on the Company’s level of achievement of consolidated annual EBITDA for the 2019 2018 fiscal year, which shall be the 52-week period ending on February 12, 2020 2019 (such 52-week period, the “Grant Year”), in accordance with the following terms and conditions. • If the Company’s actual consolidated annual EBITDA for the Grant Year is equal to or greater than $ million, which amount is the Company’s target consolidated annual EBITDA for the Grant Year (such amount, the “Grant Year High Performance Target”), then one hundred percent (100%) of the Performance Option shall be Earned. • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year High Performance Target but equal to or greater than $ million (such amount, the “Grant Year Low Performance Target”), then the portion of the Performance Option that shall be Earned shall be equal to a percentage, rounded to two decimal places (the “Earned Percentage”), calculated based on a fraction wherein the numerator is equal to the difference between (i) the Company’s actual consolidated annual EBITDA for the Grant Year and (ii) $ million, which amount was the Company’s consolidated annual EBITDA for the 2018 2017 fiscal year (the ‘Prior Year Performance Amount”), and the denominator is equal to the difference between (i) the Grant Year High Performance Target and (ii) the Prior Year Performance Amount. The number of Membership Units that are subject to the Performance Option that shall be so Earned shall be equal to an amount determined by multiplying (x) the Earned Percentage, by (y) the number of Membership Units that are subject to the Performance Option granted (rounded down to the nearest whole share). The illustrative example below assumes that the Company’s actual consolidated annual EBITDA for the Grant Year is equal to $ million. Based on such assumption, 80.059.6% of the Membership Units that are subject to the Performance Option shall be Earned. (Actual consolidated annual EBITDA for the Grant Year – Prior Year Performance Amount) ÷ (Grant Year High Performance Target – Prior Year Performance Amount) or • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year Low Performance Target, then none (0.00%) of the Membership Units that are subject to the Performance Option shall be Earned. • All determinations and interpretations relating to the Company’s achievement of the Grant Year Low Performance Target and/or the Grant Year High Performance Target and the Fair Market Value of each Membership Unit of the Company shall be made in good faith by the Committee, and all determinations and interpretations made in good faith by the Committee shall be final and binding upon the Grantee and all other interested persons. • One quarter (1/4th) of the portion of the Performance Option that has been Earned shall be vested and exercisable on the date of determination by the Committee of the Company’s actual consolidated annual EBITDA for the Grant Year and the remaining portion of the Performance Option that has been Earned shall become vested and exercisable on each monthly anniversary of the last day of the Grant Year in equal installments, such that 100% of the portion of the Performance Option that has been Earned shall be vested and exercisable on the third anniversary of the last day of the Grant Year.

Performance Targets. Subject to Section 3.1(d)(ii) of the Agreement, the Performance Option Options shall become Earned with respect to a percentage of Membership Units that are subject to the Performance Option Options based on the Company’s level of achievement of consolidated annual EBITDA for the 2019 fiscal year, which shall be the 52-week period ending on February 1, 2020 (such 52-week period, the “Grant Year”), in accordance with the following terms and conditions. • If the Company’s actual consolidated annual EBITDA for the Grant Year is equal to or greater than $ , which amount is the Company’s target consolidated annual EBITDA for the Grant Year (such amount, the “Grant Year High Performance Target”), then one hundred percent (100%) of the Performance Option Options shall be Earned. • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year High Performance Target but equal to or greater than $ (such amount, the “Grant Year Low Performance Target”), then the portion of the Performance Option Options that shall be Earned shall be equal to a percentage, rounded to two decimal places (the “Earned Percentage”), calculated based on a fraction wherein the numerator is equal to the difference between (i) the Company’s actual consolidated annual EBITDA for the Grant Year and (ii) $ , which amount was the Company’s consolidated annual EBITDA for the 2018 fiscal year (the ‘Prior Year Performance Amount”), and the denominator is equal to the difference between (i) the Grant Year High Performance Target and (ii) the Prior Year Performance Amount. The number of Membership Units that are subject to the Performance Option Options that shall be so Earned shall be equal to an amount determined by multiplying (x) the Earned Percentage, by (y) the number of Membership Units that are subject to the Performance Option Options granted (rounded down to the nearest whole share). The illustrative example below assumes that the Company’s actual consolidated annual EBITDA for the Grant Year is equal to $ . Based on such assumption, 80.059.6% of the Membership Units that are subject to the Performance Option Options shall be Earned. (Actual consolidated annual EBITDA for the Grant Year – Prior Year Performance Amount) ÷ or (Grant Year High Performance Target – Prior Year Performance Amount) or • If the Company’s actual consolidated annual EBITDA for the Grant Year is less than the Grant Year Low Performance Target, then none (0.00%) of the Membership Units that are subject to the Performance Option Options shall be Earned. • All determinations and interpretations relating to the Company’s achievement of the Grant Year Low Performance Target and/or the Grant Year High Performance Target and the Fair Market Value of each Membership Unit of the Company shall be made in good faith by the Committee, and all determinations and interpretations made in good faith by the Committee shall be final and binding upon the Grantee and all other interested persons. • One quarter (1/4th) Earned Performance Options Vesting Schedule The following percentages of the portion of the Performance Option that has been Earned shall be Earned: Shall become vested and exercisable on the each of the following corresponding dates: 25% The date of determination by the Committee of the Company’s actual consolidated annual EBITDA for the Grant Year and the remaining portion of the Performance Option that has been Earned shall become vested and exercisable on each monthly Year. 25% First anniversary of the last day of the Grant Year in equal installments, such that 10025% Second anniversary of the portion last day of the Performance Option that has been Earned shall be vested and exercisable on the third Grant Year 25% Third anniversary of the last day of the Grant Year.