Performance Conditions. The Committee may, in its discretion, include performance conditions in an Award. If performance conditions are included in Awards, then such Awards will be subject to the achievement of Performance Goals with respect to a Performance Period established by the Committee. Before any Shares underlying an Award or any Award payments are released with respect to a Performance Period, the Committee shall certify in writing that the Performance Goals for such Performance Period have been satisfied.

Performance Conditions. The Committee may, in its discretion, include performance conditions in an Award. If performance conditions are included in Awards, then such Awards will be subject to the achievement of Performance Goals with respect to a Performance Period established by the Committee. Before any Shares underlying an Award or any Award payments are released with respect to a Performance Period, the Committee shall certify in writing that the Performance Goals for such Performance Period have been satisfied.

In order for any portion of the Option to vest and become exercisable on the applicable Vesting Dates:

Performance Conditions. Subject to the Employee meeting the Time-Vesting Service Condition, and the Company achieving the Performance Vesting Condition, the applicable number of PSUs (determined based on the applicable Achievement Percentage), if any, shall vest. All determinations with respect to the Company’s Adjusted Operating Income (and Adjusted Revenue, if applicable) performance in Fiscal Year ​ shall be made by the Committee and the Performance Vesting Condition shall not be achieved and the PSUs shall not be eligible to vest until the Committee certifies that such Performance Vesting Condition has been met.

Performance Conditions. The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions. The Committee may provide that one or more objectively determinable adjustments will be made to one or more of the performance goals. Such adjustments may include one or more of the following: # items related to a change in accounting principle; # items relating to financing activities; # expenses for restructuring or productivity initiatives; # other non-operating items; # items related to acquisitions; # items attributable to the business operations of any entity acquired by the Company during the applicable performance period; # items related to the disposal of a business or segment of a business; # asset write downs; # items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; (10) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the applicable performance period; # any other items of significant income or expense which are determined to be appropriate adjustments; # items relating to unusual or extraordinary corporate transactions, events or developments, # items related to amortization of acquired intangible assets; # items that are outside the scope of the Company’s core, on-going business activities; # items relating to changes in tax laws; # items relating to major licensing or partnership arrangements; # items relating to asset impairment charges; # items relating to gains or losses for litigation, arbitration and contractual settlements; or # items relating to any other unusual or nonrecurring events or changes in applicable law, accounting principles or business conditions identified by the Committee.

Performance Conditions. The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and individual performance criteria as set forth in Section 8(a)(i) and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions.

The Committee is authorized to grant any award under this Plan, including cash-based awards, with performance-based vesting criteria, on such terms and conditions as may be selected by the Committee. The Committee may establish performance goals for such awards which may be based on any criteria selected by the Committee, including but not limited to the criteria listed in subsection # hereof. In addition, the Committee shall, if applicable, determine a performance period and performance goals to be achieved during the performance period, subject to such later revisions as the Committee shall deem appropriate to reflect significant unforeseen events such as changes in laws, regulations or accounting practices, unusual or non-recurring items or occurrences. Following the conclusion of each performance period, the Committee shall determine the extent to which performance goals have been attained or a degree of achievement between maximum and minimum levels during the performance period in order to evaluate the level of payment to be made, if any.

Performance-Based Vesting Conditions. Subject to the remainder of this Section 3, the Stock shall vest pursuant to the terms of this Agreement and the Plan based on the achievement of the performance goals set forth in the Award Notice over the applicable performance period set forth in the Award Notice (each annual Performance Period is referred to as the “Annual Performance Period” and, collectively, the Annual Performance Periods are referred to as the “Performance Period”), provided that that the Holder remains in continuous employment with the Corporation through the applicable Vesting Date. Attainment of the performance goals shall be determined and certified by the Committee in writing prior to the settlement of the Award.

Performance Conditions for Awarding of Performance Shares. Except as otherwise provided in Section 4 of this Agreement in the event of a Change in Control or the termination of the Grantee's employment with the Company as a result of death or Disability, the percentages, if any, of the Tranche 1 Performance Shares and the Tranche 2 Performance Shares that will be treated as awarded (the "Awarded Performance Shares"), and therefore eligible to become vested and nonforfeitable in accordance with Section 3 of this Agreement, will be based on the level of achievement of the applicable performance goals set forth below during the three-year (3-year) period beginning on January 1, 20​, and ending on December 31, 20​ (the “Performance Period”), subject to the terms and conditions of this Section 2.

A Participant may be granted an Award that is subject to performance conditions specified by the Committee. The Committee may use any business criteria and/or other measures of performance as it deems appropriate in establishing any performance conditions (including, but not limited to, continuous service with the Company or its Affiliates, achievement of specific business objectives, increases in specified indices, attainment of growth rates and/or other measurements of Company or Affiliate performance), and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions.