Common use of TSR Performance Clause in Contracts

TSR Performance. One-half (50%) of the Performance Stock Units (the “TSR Units”) will be eligible for vesting only to the extent the relevant TSR (as defined below) targets are met. If the target TSR measurement is achieved, the Participant will be eligible to vest in the TSR Units (the “Target TSR Award”). The number of actual TSR Units that will be eligible to be paid to the Participant, subject to his/her continued employment (the “Actual TSR Payout”), if any, is determined based on the Company’s Total Shareholder Return for the calendar years 2014, 2015 and 2016, in the aggregate (the "TSR Performance Period"). The Actual TSR Payout, if any, will be subject to increases pursuant to the re-investment of dividends described in Section 6(b) below. The Participant’s Actual TSR Payout will be determined as follows: If the Company’s TSR is equal to or greater than the 75th percentile, the Actual TSR Payout will be 150% of the Target TSR Award. If the Company’s TSR is equal to the 50th percentile, the Actual TSR Payout will be 100% of the Target TSR Award. If the Company’s TSR is equal to the 25th percentile, the Actual TSR Payout will be 25% of the Target TSR Award. If the Company’s TSR is less than the 25th percentile, the TSR Unit portion of the Award will be forfeited and terminate. The payment percentage is interpolated for performance between the points indicated in the first three bullet points above on a straight-line basis. In the event the Company’s total shareholder return for the TSR Performance Period is less than 0% on an absolute (rather than relative) basis, the Actual TSR Payout shall in no events exceed 100% of the Target TSR Award. This maximum 100% of Target TSR Award payout shall apply even if the Company’s relative TSR performance would otherwise result in a higher payout.

TSR Performance. One-half (50%) of the Performance Stock Units (the “TSR Units”) will be eligible for vesting only to the extent the relevant TSR (as defined below) targets are met. If the target TSR measurement is achieved, the Participant will be eligible to vest in the TSR Units (the “Target TSR Award”). The number of actual TSR Units that will be eligible to be paid to the Participant, subject to his/her continued employment (the “Actual TSR Payout”), if any, is determined based on the Company’s Total Shareholder Return for the calendar years 20142013, 2015 2014 and 20162015, in the aggregate (the "TSR Performance Period"). The Actual TSR Payout, if any, will be subject to increases pursuant to the re-investment of dividends described in Section 6(b) below. The Participant’s Actual TSR Payout will be determined as follows: If the Company’s TSR is equal to or greater than the 75th percentile, the Actual TSR Payout will be 150% of the Target TSR Award. If the Company’s TSR is equal to the 50th percentile, the Actual TSR Payout will be 100% of the Target TSR Award. If the Company’s TSR is equal to the 25th percentile, the Actual TSR Payout will be 25% of the Target TSR Award. If the Company’s TSR is less than the 25th percentile, the TSR Unit portion of the Award will be forfeited and terminate. The payment percentage is interpolated for performance between the points indicated in the first three bullet points above on a straight-line basis. In the event the Company’s total shareholder return for the TSR Performance Period is less than 0% on an absolute (rather than relative) basis, the Actual TSR Payout shall in no events exceed 100% of the Target TSR Award. This maximum 100% of Target TSR Award payout shall apply even if the Company’s relative TSR performance would otherwise result in a higher payout.