Performance-Based Vesting. On the Determination Date, the Committee shall determine whether the Performance Goal has been achieved for the Performance Period, and shall specify the level of any such achievement (the “ Performance Factor ”) (and, accordingly, the number of earned Shares subject to this Award), based on the scoring and adjustment provisions set forth in Appendix B . If the Performance Factor is less than 100%, then the number of Target Shares that exceeds the Performance Factor shall be immediately forfeited on the Determination Date, and only the number of Shares correlating to the Performance Factor shall be deemed outstanding and shall be considered Restricted Shares for purposes of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(f) of the Plan, or as otherwise provided in this Section 3, vesting of the Restricted Shares is contingent on the achievement of the Performance Goal within the Performance Period and your continued employment with the Company or an Affiliate through the Vesting Date. Except as otherwise provided in Section 3(a)(ii) – (iv), if your employment with the Company or an Affiliate terminates at any time before the Vesting Date, the Restricted Shares shall be immediately forfeited.