Common use of TSR Performance Factor Clause in Contracts

TSR Performance Factor. The TSR Performance Factor will be determined as follows: The Committee will determine the “Guideline Performance Percentage” for the Performance Period in accordance with the following table: Company Total Return compared to Peer Group Total Return Guideline Performance Percentage1 75th Percentile or Above 250% 55th Percentile 100% 25th Percentile 50% Below 25th Percentile2 0% ______________ 1 The Guideline Performance Percentage between the 25th Percentile and the 55th Percentile is a percentage based on a straight-line interpolation between 50% and 100% based on a comparison of the Total Returns described above, and the Guideline Performance Percentage between the 55th Percentile and the 75th Percentile is a percentage based on a straight-line interpolation between 100% and 250% based on a comparison of the Total Returns described above. 2 The 25th Percentile is the minimum percentile for which there is a Guideline Performance Percentage. • The Guideline Performance Percentage determined for the Performance Period may be decreased or increased (including above 250%) by the Committee in its discretion taking into account all factors the Committee deems relevant, including changes to the Peer Group occurring during the Performance Period, anomalies in trading during the applicable trading days or other business performance matters, to determine the TSR Performance Factor. • In the event of a Change in Control Termination, the Committee shall determine the TSR Performance Factor as of the date such Change in Control Termination occurs taking into account: (A) a deemed Guideline Performance Percentage of 100%, and (B) any other factors deemed relevant by the Committee, in accordance with the preceding paragraph, including any impacts related to the Change in Control event or the Change in Control Termination.

TSR Performance Factor. The TSR Performance Factor will be determined as follows: The Committee will determine the “Guideline Performance Percentage” for the Performance Period in accordance with the following table: Company Total Return compared to Peer Group Total Return Guideline Performance Percentage1 PerformancePercentage1 75th Percentile or Above 250% 55th Percentile 100% 25th Percentile 50% Below 25th Percentile2 0% ______________ 1 The Guideline Performance Percentage between the 25th Percentile and the 55th Percentile is a percentage based on a straight-line interpolation between 50% and 100% based on a comparison of the Total Returns described above, and the Guideline Performance Percentage between the 55th Percentile and the 75th Percentile is a percentage based on a straight-line interpolation between 100% and 250% based on a comparison of the Total Returns described above. 2 The 25th Percentile is the minimum percentile for which there is a Guideline Performance Percentage. • The Guideline Performance Percentage determined for the Performance Period may be decreased or increased (including above 250%) by the Committee in its discretion taking into account all factors the Committee deems relevant, including changes to the Peer Group occurring during the Performance Period, anomalies in trading during the applicable trading days or other business performance matters, to determine the TSR Performance Factor. • In the event of a Change in Control Termination, the Committee shall determine the TSR Performance Factor as of the date such Change in Control Termination occurs taking into account: (A) a deemed Guideline Performance Percentage of the greater of (x) 100%% and (y) the actual Guideline Performance Percentage, and (B) any other factors deemed relevant by the Committee, in accordance with the preceding paragraph, including any impacts related to the Change in Control event or the Change in Control Termination.

TSR Performance Factor. The TSR Performance Factor will be determined as follows: • The Committee will determine the “Guideline Performance Percentage” for the Performance each PSU Weighting Period in accordance with the following table: Company Total Return compared to Peer Group Total Return Guideline Performance Percentage1 75th Percentile or Above 250% 55th 50th Percentile 100% 25th Percentile 50% Below 25th Percentile2 0% ______________ 1 The Guideline Performance Percentage between the 25th Percentile and the 55th 50th Percentile is a percentage based on a straight-line interpolation between 50% and 100% based on a comparison of the Total Returns described above, and the Guideline Performance Percentage between the 55th 50th Percentile and the 75th Percentile is a percentage based on a straight-line interpolation between 100% and 250% based on a comparison of the Total Returns described above. 2 The 25th Percentile is the minimum percentile for which there is a Guideline Performance Percentage. • The Guideline Performance Percentage Percentages determined for each PSU Weighting Period will be weighted equally and will be averaged (the Performance Period “Average Percentage”). The Average Percentage may then be decreased or increased (including above 250%) by the Committee in its discretion taking into account all factors the Committee deems relevant, including changes to the Peer Group occurring during the Performance Period, anomalies in trading during the applicable trading days or other business performance matters, to determine the TSR Performance Factor. • In the event of a Change in Control TerminationControl, the Committee shall determine the TSR Performance Factor as of the date such Change in Control Termination occurs taking into account: (A) an Average Percentage calculated based on (i) the actual Guideline Performance Percentage determined with respect to any completed PSU Weighting Period, and (ii) a deemed Guideline Performance Percentage of 100%% for any PSU Weighting Period that has not been completed, and (B) any other factors deemed relevant by the Committee, in accordance with the preceding paragraph, including any impacts related to the Change in Control event or the Change in Control TerminationControl.

TSR Performance Factor. The TSR Performance Factor will be determined as follows: • The Committee will determine the “Guideline Performance Percentage” for the Performance each PSU Weighting Period in accordance with the following table: A-1 Company Total Return compared to Peer Group Total Return Guideline Performance Percentage1 75th Percentile or Above 250% 55th 50th Percentile 100% 25th Percentile 50% Below 25th Percentile2 0% ______________ 1 The Guideline Performance Percentage between the 25th Percentile and the 55th 50th Percentile is a percentage based on a straight-line interpolation between 50% and 100% based on a comparison of the Total Returns described above, and the Guideline Performance Percentage between the 55th 50th Percentile and the 75th Percentile is a percentage based on a straight-line interpolation between 100% and 250% based on a comparison of the Total Returns described above. 2 The 25th Percentile is the minimum percentile for which there is a Guideline Performance Percentage. • The Guideline Performance Percentage Percentages determined for each PSU Weighting Period will be weighted equally and will be averaged (the Performance Period “Average Percentage”). The Average Percentage may then be decreased or increased (including above 250%) by the Committee in its discretion taking into account all factors the Committee deems relevant, including changes to the Peer Group occurring during the Performance Period, anomalies in trading during the applicable trading days or other business performance matters, to determine the TSR Performance Factor. • In the event of a Change in Control TerminationControl, the Committee shall determine the TSR Performance Factor as of the date such Change in Control Termination occurs taking into account: (A) an Average Percentage calculated based on (i) the actual Guideline Performance Percentage determined with respect to any completed PSU Weighting Period, and (ii) a deemed Guideline Performance Percentage of 100%% for any PSU Weighting Period that has not been completed, and (B) any other factors deemed relevant by the Committee, in accordance with the preceding paragraph, including any impacts related to the Change in Control event or the Change in Control TerminationControl.