The Performance-Based Make-Whole Award shall be divided into three segments of 13,189 Shares (each, a “ Make-Whole Award Segment ”), corresponding to each of the three periods commencing on the Start Date and ending on the fifth anniversary of the Start Date, the sixth anniversary of the Start Date and the seventh anniversary of the Start Date, respectively (each, a “ Make-Whole Vesting Period ”). The number of Shares subject to each Make-Whole Award Segment that become earned, determined in accordance with this Section 2(b), shall vest on the last day of the corresponding Make-Whole Vesting Period, subject to the Participant’s continued employment with the Company and its Subsidiaries through such date (except as otherwise provided in Section 4). The number of Shares underlying each Make-Whole Award Segment that become earned will be based on the level of the Compound Annual TSR Growth Rate for such Make-Whole Vesting Period, calculated in accordance with the following table. If the Compound Annual TSR Growth Rate equals a percentage in column A, the percentage of Shares subject to the Make-Whole Award Segment that are earned will equal the corresponding amount in column B. If the Compound Annual TSR Growth Rate falls between 11% and 14% but does not equal a percentage set forth in column A, the percentage of Shares subject to the Make-Whole Award Segment that are earned will be determined by linear interpolation between the two corresponding amounts in column B. Fractional earned Shares shall be rounded to the nearest whole number of Shares.