The Award is granted to the Participant on the Grant Date set forth above and represents a right to receive some or all of the Shares (as defined in the Agreement) underlying the Award subject to satisfaction of the Performance Metric(s) (as defined below) as described herein. The Participant may earn from _____% to _____% of the target number of Shares subject to the Award, depending upon performance. The Performance Metric(s) are weighted _________________. The Award may be earned, if at all, based on attainment of performance goals specified below for _____ performance metric(s) (each, a “ Performance Metric ” and collectively, the “ Performance Metrics ”): ____________________________________. The Award shall not be deemed earned, and none of the Shares attributable to a Performance Metric shall be issued, unless the particular Performance Metric is attained at a minimum of the threshold level for such Performance Metric. If performance falls below the threshold level with regard to a Performance Metric, then no Shares shall be distributed with respect to that Performance Metric. The extent to which the Performance Metrics are met, and the number of Shares distributable, if any, shall be calculated with respect to each Performance Metric pursuant to the terms and conditions described in Section 2 below. All determinations made with respect to the Performance Metrics and the earning of the Award shall be made by the Administrator in its sole discretion, and the applicable Performance Metrics shall not be deemed achieved and the Award shall not be deemed earned unless and to the extent that the Administrator determines that the Award has been earned.