Performance Condition. Subject to the following sentence, the actual number of Shares subject to this Award that will vest will be determined based upon the achievement of Company Stock Price Target(s) during the Performance Period and the satisfaction of the applicable service-based vesting conditions, all in accordance with this Exhibit A. Except as set forth in [Section 4] of this Exhibit A, in no case can more than 3,100,000 Shares become Eligible Shares (as defined below) in any calendar year during the Initial Period (such limit, the “Share Limit”). For the avoidance of doubt, following the end of the Initial Period, no Share Limit shall apply.

Company Stock Price. Except as set forth in [Sections 3 and 4] of this Exhibit A, on each Achievement Date during the Performance Period, a number of Shares will become eligible to vest equal to the number of Shares listed as the “Shares” corresponding to the applicable Company Stock Price Target in the table below but not to exceed the Share Limit (such Shares, the “Eligible Shares”), and such Eligible Shares will vest on the earlier of: # the next Vesting Date subject to Participant satisfying the Service Condition through such date, or # an Acceleration Event. If, as a result of the Company Stock Price Target achievement, a number of Shares otherwise would have become Eligible Shares but for the Share Limit, the Shares that exceeded the Share Limit will not become Eligible Shares, and any such Shares will only become Eligible Shares (if at all) upon the next Achievement Date relating to the Company Stock Price Target applicable to such Shares, subject to [Sections 3 and 4] of this Exhibit A.