The Grant Notice specifies the Performance Goals required to be attained during the Performance Period for the Performance Units to vest. The Award shall vest on the date the Company’s Compensation Committee (the “Committee”) certifies attainment of the Performance Goals set forth in the Grant Notice have been attained provided that the Participant is actively employed by the Company or an Affiliate on the measurement date as of which the Performance Goal is certified or such earlier date set forth in the Grant Notice. For purposes of this Award Agreement, an “Affiliate” of the Company is an individual or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company.