Common use of Performance-Based Vesting Clause in Contracts

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goal has been achieved for the Performance Period, and shall specify the level of any such achievement (the “Performance Factor”) (and, accordingly, the number of Restricted Shares subject to this Award), based on the scoring and adjustment provisions set forth in the Appendix. If the Performance Factor is less than 200%, then the number of Restricted Shares that exceeds the Performance Factor shall be immediately forfeited on the Determination Date, and only the number of Shares correlating to the Performance Factor shall be deemed outstanding and shall be considered Restricted Shares for purposes of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion or as otherwise provided in this Section 3, vesting of the Restricted Shares is contingent on the achievement of the Performance Goal within the Performance Period and your continued employment with the Company or an Affiliate through the Vesting Date. Except as otherwise provided in Section 3(a)(ii) – (iv), if your employment with the Company or an Affiliate terminates at any time before the Vesting Date, the Restricted Shares shall be immediately forfeited.

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goal has been achieved for the Performance Period, and shall specify the level of any such achievement (the “Performance Factor”) (and, accordingly, the number of Restricted earned Shares subject to this Award), based on the scoring and adjustment provisions set forth in the Appendix. Appendix B. If the Performance Factor is less than 200%, then the number of Restricted Shares that exceeds the Performance Factor shall be immediately forfeited on the Determination Date, and only the number of Shares correlating to the Performance Factor shall be deemed outstanding and shall be considered Restricted earned Shares for purposes of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion discretion, which shall be subject to Section 6(f) of the Plan, or as otherwise provided in this Section 3, vesting of the Restricted Shares is contingent on the achievement of the Performance Goal within the Performance Period and your continued employment with the Company or an Affiliate through the Vesting Date. Except as otherwise provided in Section 3(a)(ii) – (iv), if your employment with the Company or an Affiliate terminates at any time before the Vesting Date, the Restricted Shares shall be immediately forfeited.

Performance-Based Vesting. (i) On the each Determination Date, the Committee shall determine whether the Performance Goal has been achieved for the applicable Performance Period, and shall specify the level of any such achievement (the “Performance Factor”) (and, accordingly, the number of Restricted Shares subject to this Award), based on the scoring and adjustment provisions set forth in the Appendix. If the Performance Factor is less than 200%, then the number of Restricted Shares that exceeds the Performance Factor shall be immediately forfeited on the Determination Date, and only the number of Shares correlating to the Performance Factor shall be deemed outstanding and shall be considered Restricted Shares for purposes of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion discretion, which shall be subject to Section 6(f) of the Plan, or as otherwise provided in this Section 3, vesting of the Restricted Shares is contingent on the achievement of the Performance Goal within the applicable Performance Period and your continued employment with the Company or an Affiliate through the Service Completion Date. For the avoidance of doubt, if the Committee determines on the first Determination Date that the Performance Goal related thereto has not been satisfied, the Restricted Shares will remain unvested and outstanding and, provided that the Committee determines that the Performance Goal applicable to the second Performance Period has been achieved, such Restricted Shares will vest on the Vesting Date. Except In addition, except as otherwise provided in Section 3(a)(ii) – (iv), if your employment with the Company or an Affiliate terminates at any time before the Vesting Date, the Restricted Shares shall be immediately forfeited.

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goal has been achieved for the Performance Period, and shall specify the level of any such achievement (the “Performance Factor”) (and, accordingly, the number of Restricted Shares subject to this Award), based on the scoring and adjustment provisions set forth in the Appendix. If the Performance Factor is less than 200%, then the number of Restricted Shares that exceeds the Performance Factor shall be immediately forfeited on the Determination Date, and only the number of Shares correlating to the Performance Factor shall be deemed outstanding and shall be considered Restricted Shares for purposes of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion or as otherwise provided in this Section 3, vesting of the Restricted Shares is contingent on the achievement of the Performance Goal within the Performance Period and your continued employment with the Company or an Affiliate through the Vesting Date. Except as otherwise provided in Section 3(a)(ii) – (iv), if your employment with the Company or an Affiliate terminates at any time before the Vesting Date, the Restricted Shares shall be immediately forfeited.

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goal has been achieved for the Performance Period, and shall specify the level of any such achievement (the “Performance Factor”) (and, accordingly, the number of Restricted earned Shares subject to this Award), based on the scoring and adjustment provisions set forth in the Appendix. Appendix B. If the Performance Factor is less than 200100%, then the number of Restricted Target Shares that exceeds the Performance Factor shall be immediately forfeited on the Determination Date, and only the number of Shares correlating to the Performance Factor shall be deemed outstanding and shall be considered Restricted Shares for purposes of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion discretion, which shall be subject to Section 6(f) of the Plan, or as otherwise provided in this Section 3, vesting of the Restricted Shares is contingent on the achievement of the Performance Goal within the Performance Period and your continued employment with the Company or an Affiliate through the Vesting Date. Except as otherwise provided in Section 3(a)(ii) – (iv), if your employment with the Company or an Affiliate terminates at any time before the Vesting Date, the Restricted Shares shall be immediately forfeited.

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goal has been achieved for the Performance Period, and shall specify the level of any such achievement (the “Performance Factor”) (and, accordingly, the number of Restricted Shares subject to this Award), based on the scoring and adjustment provisions set forth in the Appendix. Appendix B. If the Performance Factor is less than 200%, then the number of Restricted Shares that exceeds the Performance Factor shall be immediately forfeited on the Determination Date, and only the number of Shares correlating to the Performance Factor shall be deemed outstanding and shall be considered Restricted Shares for purposes of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion discretion, which shall be subject to Section 6(f) of the Plan, or as otherwise provided in this Section 3, vesting of the Restricted Shares is contingent on the achievement of the Performance Goal within the Performance Period and your continued employment with the Company or an Affiliate through the Vesting Date. Except as otherwise provided in Section 3(a)(ii) – (iv), if your employment with the Company or an Affiliate terminates at any time before the Vesting Date, the Restricted Shares shall be immediately forfeited.