Relative Total Shareholder Return Award Opportunity. Forty percent (40%) of the Participant’s Target RSU Award (the “TSR Target RSUs”) shall be eligible to vest and be earned if and only if the Company’s Relative Total Shareholder Return during the Performance Period relative to the Relative Total Shareholder Returns of the companies in the Peer Group (the “Relative Company TSR”) at least equals or exceeds the 30th percentile (the “TSR Threshold Target”). Subject to the Company’s achievement of the TSR Threshold Target, the number of Performance RSUs that will become vested and earned hereunder shall be equal to the product of # the number of TSR Target RSUs and # the TSR Performance Factor (as set forth in the table below) (such number of vested RSUs, the “Earned TSR Performance RSUs”). In no event shall the number of Earned TSR Performance RSUs exceed the number of TSR Target RSUs if the Company’s absolute total shareholder return growth is negative. Fractional RSUs shall be rounded up to the next whole RSU.

For Relative TSR achievement at an intermediate point between the 25th and 50th percentile, or between the 50th percentile and the 75th percentile, the number of Shares to be delivered will be interpolated between the respective percentages of Target Award at each of the percentiles. For example, if the Company were to achieve the 60th percentile Relative TSR, 108% of the Target Award would be delivered pursuant to this [Section 1.2(a)]. Fractional Shares shall be rounded up to the nearest whole share. Except as otherwise provided herein, the PSUs earned shall vest on the Determination Date, subject to the Participant’s continuous Service with the Company from the Date of Grant through the Determination Date. Any PSUs applicable to the Performance Target(s) and Performance Period that are no longer eligible to vest (due to the failure to achieve the applicable Performance Target achievement level(s)) shall immediately be forfeited and cancelled on the Determination Date, and the Participant shall not be entitled to any compensation or other amount with respect thereto.