Conversion Date. The PSUs have been credited to a bookkeeping account on behalf of Grantee. The PSUs will be earned in whole, in part, or not at all, on the Conversion Date to the extent that the Performance Objective is attained, as provided on Exhibit A attached hereto and, except as otherwise provided herein, subject to Grantee’s continued employment on the Conversion Date. Any PSUs that fail to vest in accordance with the terms of this Award Certificate will be forfeited and reconveyed to the Company without further consideration or any act or action by Grantee.

Vesting and Conversion of PSUs. If the Grantee remains in the continuous employment of the Company from the Date of Grant through the end of the “Performance Period” listed below, the ending date of which is the “Vesting Date”, a percentage of the target PSUs awarded under this Agreement will become fully vested, as outlined on the Notice of Grant attached hereto as Annex A.