Performance shall be measured based upon aggregate operating results commencing on                      and continuing until                      and                      (if necessary), respectively (each a “ Measurement Date ”). Within 60 days of a Measurement Date, the performance metric set forth on Appendix A attached hereto shall be evaluated by the Committee for achievement in accordance with the Minimum, Target, Outperform or Maximum levels set forth on Appendix A (each such period, a “ Performance Period ”). The Committee shall certify that such level of achievement of the performance metric has been achieved (the date of any such certification, a “ Settlement Date ”). Provided the Participant has not incurred a Termination of Employment prior to such Settlement Date (except as otherwise specifically set forth in this Agreement), on such Settlement Date the Company shall award to the Participant the number of Awarded Shares (as defined in Appendix A ) reflecting the level of attainment of the performance metric on the applicable Measurement Date as set forth on Appendix A attached hereto. Pursuant to Sections 4 and 5 hereof, any Awarded Shares granted hereunder shall be subject to certain restrictions, which restrictions relate to the passage of time as an employee or Non-Employee Director of, or Consultant to, the Company or its Affiliates, as described in Section 4.1 hereof. While such restrictions are in effect, the Awarded Shares granted subject to such restrictions shall be referred to herein as “ Restricted Stock .” The Performance Shares and, if any, the number of Awarded Shares and the number of shares of Restricted Stock are subject to adjustment under Section 4.2(b) of the Plan. The provisions in Section 9.1 of the Plan regarding Detrimental Activity shall apply to the Performance Share Award, and Awarded Shares shall vest in accordance with the vesting schedule provided in Section 4 below.