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without adjustment to its financial or market structure provided that the surviving company is still in
the Index.
iii. In the event of a merger of a Comparator Company with or by an entity that is not a Comparator
Company, or the acquisition or business combination transaction by a Comparator Company of or with
an entity that is not a Comparator Company, in each case, where the Comparator Company is the
surviving entity, the surviving entity shall remain a Comparator Company, without adjustment to its
financial or market structure, provided that the Comparator Company is still in the Index;
iv. In the event of a merger or acquisition or business combination transaction of a Comparator Company
with or by an entity that is not a Comparator Company or other form of “going private” transaction
relating to any Comparator Company, where such Comparator Company is not the surviving entity or
is otherwise no longer publicly traded, the company will no longer be included as a Comparator
Company.
v. In the event of a bankruptcy of a Comparator Company, such company shall remain a Comparator
Company, without adjustment to its financial or market condition.
(e) Subject to the terms and conditions of this Agreement and the provisions of the Plan, the Award shall
be eligible to vest and no longer be subject to any restriction after the Vesting Date. No vesting shall be deemed to occur
unless and until the Compensation and Human and Resources Committee of the Company’s Board of Directors (the
“Compensation Committee”) certifies which (if any) TSR performance targets have been achieved. The Compensation
Committee shall make such certification no later than seventy-five (75) days after the completion of the Performance
Period. The date on which the Compensation Committee certifies whether a performance target has been achieved that
results in the vesting of some or all of the PSUs is referred to in this Agreement as the “Vesting Date;” provided, however,
that all of the PSUs will be forfeited if the Company’s total shareholder return (“TSR”) relative to the TSR of the companies
comprising the “Index” is below the twenty-fifth (25th) percentile calculated as of the end of the Performance Period.
The actual number of Target PSUs that vest on the Vesting Date is determined under Section 2.
(f) Except as set forth in the next sentence, in the event of termination of the Grantee’s service with the
Company prior to the Vesting Date for any reason, all unvested PSUs shall be forfeited by the Grantee and canceled in
their entirety effective immediately upon Grantee’s termination. If the Grantee dies or becomes Disabled after the end
of the Performance Period but prior to the Vesting Date, the Award shall be settled and paid to the Grantee’s estate as if
the Grantee was employed on the Vesting Date.
(g) Nothing in this Agreement shall confer upon the Grantee any right to continue in the employ or service
of the Company or any of its affiliates or interfere in any way with the right of the Company or any such Affiliates to
terminate the Grantee’s service at any time, with or without cause.
2. Settlement of PSUs
Subject to Section 1(f) above and Section 14(d) of the Plan (pertaining to the withholding of taxes), for each PSU that
vests and is settled pursuant to this Section 2, the Company shall (i) if the Grantee is employed within the United States, issue
(either in book-entry form or otherwise) such number of shares as is determined in accordance with Section 1(b) or (ii) if the
Grantee is employed outside the United States, pay, or cause to be paid, to the Grantee an amount of cash equal to the Fair
Market Value of the number of shares that would have been delivered if the Grantee was employed in the United States.
Notwithstanding the foregoing, the Company shall be entitled to hold the shares or cash issuable upon settlement of PSUs that
have vested until the Company or the agent selected by the Company to manage the Plan under which the PSUs have been
issued (the “Agent”) shall have received from the Grantee a duly executed Form W-9 or W-8, as applicable.
3. Non-Transferability of PSUs
Prior to the Vesting Date, PSUs shall not be transferable by the Grantee by means of sale, assignment, exchange,
encumbrance, pledge, hedge or otherwise.
4. Rights as a Stockholder
Except as otherwise specifically provided in this Agreement, the Grantee shall not be entitled to any rights of a stockholder
with respect to the PSUs.