Below Threshold. If, upon the conclusion of the Performance Period (or the date of the Change in Control if [Section 1(e)(ii)] of this Exhibit A is applicable), RTSR for the Performance Period falls below the threshold level, as set forth in the Performance Matrices, no PRSUs will become earned.

Threshold. If, upon the conclusion of the Performance Period, RTSR for the Performance Period equals the threshold level, as set forth in the Performance Matrix, 50% of the PRSUs (rounded up to the nearest whole number of PRSUs) shall become Vested.

Threshold. If, upon the conclusion of the Performance Period, RTSR for the Performance Period equals the threshold level, as set forth in the Performance Matrix, 50% of the PRSUs (rounded up to the nearest whole number of PRSUs) shall become Vested.

Below Threshold. If, upon the conclusion of the Performance Period, RTSR for the Performance Period falls below the threshold level, as set forth in the Performance Matrix, no PRSUs shall become Vested.

Threshold. If, upon the conclusion of the Performance Period (or the date of the Change in Control if [Section 1(e)(ii)] of this Exhibit A is applicable), RTSR for the Performance Period equals the threshold level, as set forth in the Performance Matrices, 50% of the PRSUs (rounded down to the nearest whole number of PRSUs) shall become earned.

Below Threshold. If, upon the conclusion of the Performance Period (or the date of the Change in Control if [Section 1(e)(ii)] of this Exhibit A is applicable), RTSR for the Performance Period falls below the threshold level, as set forth in the Performance Matrices, no PRSUs shall become earned.

Threshold. If, upon the conclusion of the Performance Period (or the date of the Change in Control if [Section 1(e)(ii)] of this Exhibit A is applicable), RTSR for the Performance Period equals the threshold level, as set forth in the Performance Matrices, 50% of the PRSUs (rounded down to the nearest whole number of PRSUs) will become earned.

Threshold. Notwithstanding anything to the contrary contained in this Article 9, the Sellers shall not have any liability pursuant to Section 9.3(a)(i) (other than for breaches of Fundamental Representations or in instances of fraud or willful misconduct, in each case, for which the following limitation will not apply) until the aggregate amount of all Losses sustained by Buyer exceeds $290,000 (the ”Threshold”), at which point the Sellers will be liable for all Losses from the first dollar in accordance with the terms of this Article 9.

Below Threshold. If, upon the conclusion of the Performance Period, RTSR for the Performance Period falls below the threshold level, as set forth in the Performance Matrix, no PRSUs shall become Vested.

Threshold. Notwithstanding anything to the contrary contained in this Article 11, the Sellers shall not have any liability pursuant to Section ‎11.1(a)(i) (other than for breaches of Fundamental Representations, breaches of the representations and warranties set forth in Section ‎5.21 or in instances of fraud or willful misconduct, in each case, for which the following limitation will not apply) until the aggregate amount of all such Losses sustained by the Buyer under this Article 11 exceeds 0.05% of the Purchase Price (the “Threshold”), at which point the Sellers will be liable for all Losses from the first dollar in accordance with the terms of this Article 11.