exv10w2






Exhibit 10.2




Confidential Treatment Requested by Cash America International, Inc.

Confidential portions of this document have been redacted and filed separately

with the Securities and Exchange Commission.




CASH AMERICA INTERNATIONAL, INC.

2010 LONG TERM INCENTIVE PLAN AWARD AGREEMENT




     This Long Term Incentive Plan Award Agreement (the “Agreement”) is entered into as of
the 27th day of January, 2010, by and between CASH AMERICA INTERNATIONAL, INC. (the
“Company”) and                                          (“Employee”).



W
I T N E S S E T H:




     WHEREAS, the Company has adopted the First Amended and Restated Cash America International,
Inc. 2004 Long-Term Incentive Plan, as amended (the “Plan”), which is administered by the
Management Development and Compensation Committee of the Company’s Board of Directors (the
“Committee”); and



     WHEREAS, the Committee has granted to Employee an award (the “Award”) of Restricted
Stock Units to encourage Employee’s continued loyalty and diligence that consists of (a) an Award
that shall vest under the terms of the Plan over a four-year period (the “Base Award”), and
(b) an additional Award that shall vest, subject to the satisfaction of certain conditions
specified in this Agreement and Exhibit “A” to this Agreement, on January 1, 2013 (the
“Performance Award”);



     WHEREAS, the Restricted Stock Units (“RSUs”) represent the unfunded and unsecured
promise of the Company to issue to Employee an equivalent number of shares of the common stock of
the Company or its successors (“Common Stock”) at a future date, subject to the terms of
this Agreement.



     NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:



     1. Award.



          (a) General. Subject to the restrictions and other conditions set forth herein and in
Exhibit “A” to this Agreement, the Company hereby grants to Employee the following Award:





          (i)
a Base Award of ________ RSUs; and




          (ii)
a maximum Performance Award of
________ RSUs (of such amount ________ RSUs
shall be considered the target Performance Award (the “Target Performance Award”) as further
described on Exhibit “A”). The Performance Award is designated as a Qualified
Performance-Based Award as defined in Section 2 of the Plan.



          (b) Grant Date. The Award was awarded to Employee on January 27, 2010 (the “Grant
Date”).






 




			
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	2.	 	Vesting.





          (a) Base Award Vesting. The Base Award shall vest as follows: Substantially equal
25% increments of the RSUs shall vest on each of the following dates as long as Employee remains
continuously employed by the Company or its subsidiaries or other affiliates through the applicable
vesting date: February 27, 2011; January 31, 2012; January 31, 2013, and January 31, 2014. Any
RSUs that are part of the Base Award and have not vested shall remain subject to forfeiture under
Section 3 of this Agreement.




          (b) Performance Award Vesting. Subject to the terms and conditions specified on
Exhibit “A,” the portion of the Performance Award payable hereunder, if any, shall vest on January
1, 2013 (“Performance Award Vesting Date”), as long as Employee remains continuously
employed by the Company or its subsidiaries or other affiliates through said date, subject to
receiving Committee Certification (as defined on Exhibit “A”). In addition, if Employee’s
employment with the Company and all of its subsidiaries and affiliates terminates for any reason
(including death) before the Performance Award Vesting Date and Employee’s age plus tenure with the
Company equals at least 65 years (as further described in Section 3(b) of this Agreement), then,
subject to the terms and conditions specified on Exhibit “A,” the portion of the Performance Award
payable hereunder, if any, shall vest subject (i) to receiving Committee Certification, and (ii) to
the proration rules set forth in Section 3(b) of this Agreement.




     3. Treatment of Award Upon Termination of Employment or Failure to Vest.



          (a) Base Award Forfeiture. Upon Employee’s termination of employment with the Company
and all of its subsidiaries and affiliates for any reason (including death), any portion of the
Base Award that has not yet vested as provided in Section 2(a) of this Agreement shall be
immediately forfeited, and Employee shall forfeit any and all rights in or to such unvested portion
of the Base Award.




          (b) Performance Award Proration and Forfeiture with Rule of 65. If Employee’s
employment with the Company and all of its subsidiaries and affiliates terminates for any reason
(including death) before the Performance Award Vesting Date and Employee’s age plus tenure with the
Company as of Employee’s termination date equals 65 years or more:





	 	i.	 	Subject to the terms and conditions of Exhibit “A,”
Employee shall be entitled to a prorated portion of any Performance Award
(A) that receives the Committee Certification, and (B) that would have
otherwise vested and been payable pursuant to this Agreement if Employee
had remained employed by the Company through the Performance Award Vesting
Date. Such prorated portion shall be determined by multiplying the amount
of the Performance Award that would have been payable to Employee, had
Employee remained employed by the Company through the Performance Award
Vesting Date, by a fraction the numerator of which is equal to the number
of whole calendar months following the Grant Date that Employee was
actively employed by the Company, and the denominator of which is equal to
35;
	 
	 	ii.	 	The prorated portion of the vested Performance Award
payable under this Section 3(b) shall be calculated as of the Performance
Award Vesting Date, and shall be paid at the time specified under Section 4
of this Agreement; and







 




			
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	 	iii.	 	Except for any prorated portion of the Performance Award that is
determined in accordance with Section 3(b)(i) above and is certified by the
Committee in accordance with the terms of Exhibit “A,” Employee shall
forfeit any and all rights in or to the remaining unvested portion of the
Performance Award.





          (c) Performance Award Forfeiture without Rule of 65. If Employee’s employment with
the Company and all of its subsidiaries and affiliates terminates for any reason (including death)
before the Performance Award Vesting Date, and Employee’s age plus tenure with the Company as of
Employee’s termination date equals less than 65 years, then Employee shall forfeit all rights in or
to any portion of the Performance Award.




          (d) Performance Award Forfeiture — General. Any portion of the Performance Award that
does not vest on or before the Performance Award Vesting Date as described hereinabove shall be
forfeited, and Employee shall forfeit any and all rights in or to such unvested portion of the
Performance Award.




          (e) Tenure with the Company. For purposes of Sections 3(b) and 3(c) of this
Agreement, Employee’s “tenure with the Company” shall be the number of whole years that Employee
had been employed by the Company and all of its subsidiaries and affiliates on the most recent
anniversary of the commencement of Employee’s employment.




     4. Payment of Awards.



          (a) General.





	 	i.	 	Except as provided in Section 4(b)(i) below, (A) as
each 25%-portion of the Base Award vests, the Company shall instruct its
transfer agent to issue a stock certificate evidencing the conversion of
such vested RSUs into whole vested shares of Common Stock in the name of
Employee (or if Employee has died, in the name of Employee’s designated
beneficiary or, if no beneficiary has been designated, Employee’s estate
(“Beneficiary”)) within a reasonable time after the vesting date of such
25%-portion of the Base Award, but (B) in no event will the Common Stock
relating to the then-vesting portion of the Base Award be transferred to
Employee later than December 31 of the calendar year in which the vesting
date for the then-vesting portion of the Base Award occurs.






	 	ii.	 	If any portion of the Performance Award vests and is
certified by the Committee in accordance with the terms of Exhibit “A,”
then, except as provided in Section 4(b)(ii) below, (A) the Company shall
instruct its transfer agent to issue a stock certificate evidencing the
conversion of all vested Performance Award RSUs certified by the Committee
that have not been forfeited under Section 3 of this Agreement into whole
vested shares of Common Stock in the name of Employee (or if Employee has
died, in the name of Employee’s Beneficiary) within a reasonable time after
the Committee Certification Date (as defined in Exhibit “A”), but (B) in no
event will the Common Stock relating to the vested portion of the
Performance Award, as certified by the Committee, be transferred to Employee later
than March 15, 2014.







 




			
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	 	iii.	 	The Company shall not be required to deliver any fractional shares of
Common Stock under the Base Award or the Performance Award. Any fractional shares shall be rounded up to the next whole share.





          (b) Deferred Delivery.





	 	i.	 	Employee may elect to defer the timing of the payment
of the vested portions of the Base Award granted under this Agreement until
(A) the date Employee has a separation from service (within the meaning of
Internal Revenue Code (“Code”) §409A and the applicable guidance
issued thereunder, as reflected in the Plan) (“Separation from
Service”) or (B) the earlier of Employee’s Separation from Service and
January 31, 2014. For all portions of the Base Award granted under this
Agreement, such deferral election must be made no later than February 26,
2010.






	 	ii.	 	Employee may elect to defer but not accelerate the
timing of the payment of the portion of the Performance Award granted under
this Agreement that vests and is certified by the Committee in accordance
with this Agreement, if any, until the later of January 1, 2015, or the
date Employee has a Separation from Service. Such election must be made by
the earlier of June 30, 2012, or the date Employee has a Separation from
Service.






	 	iii.	 	To the extent required under Code §409A and applicable
guidance issued thereunder (“Code §409A”), if Employee is a
specified employee (within the meaning of Code §409A) at the time Employee
has a Separation from Service and has elected to defer receipt of his Base
Award and/or Performance Award, the shares of Common Stock transferable on
a deferred basis as a result of Employee’s Separation from Service for any
reason other than Employee’s death shall not be issued before the date that
is six months after Employee’s Separation from Service or such earlier time
as may be permitted under Code §409A. In the event of Employee’s death
after he has elected to defer receipt of his Base Award and/or Performance
Award, the shares of Common Stock relating to any and all outstanding RSUs
that have not been forfeited under Section 3 of this Agreement will be
issued in the name of Employee’s Beneficiary, as follows: (A) for the Base
Award, within 90 days after Employee’s death, and (B) for any vested
Performance Award certified by the Committee, by the latest to occur of (a)
March 15, 2014, (b) December 31 of the year in which his death occurs, or
(c) within 21/2 months after his date of death.





     5. Change in Control.



          (a) Vesting and Payment. In the event of a Change in Control (as defined below) while
Employee is still employed by the Company or its subsidiaries or other affiliates, vesting of the
entire Award (both the Base Award and the Performance Award) shall automatically accelerate and
become 100% vested as of the date the Change in Control occurs as long as Employee has remained
continuously employed through such date. In such event, the shares of Common Stock evidencing
vested RSUs shall be delivered to Employee in a lump sum within 60 days following the date of the
Change in






 




			
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Control, notwithstanding any election made under Section 4(b) of this Agreement. A
“Change in Control” shall mean an event that is a change in the ownership of the Company, a
change in the effective control of the Company or a change in the ownership of a substantial
portion of the assets of the Company, all as defined in Code §409A, except that 35% shall be
substituted for 30% in applying Treasury Regulations Section 1.409A-3(i)(5)(vi) and 50% shall be
substituted for 40% in applying Treasury Regulations Section 1.409A-3(i)(5)(vii). Notwithstanding
the above, a “Change in Control” shall not include any event that is not treated under Code
§409A as a change in control event with respect to Employee.




          (b) Substitution. Notwithstanding anything set forth herein to the contrary, upon a
Change in Control, the Committee, in its sole discretion, may, in lieu of issuing Common Stock,
provide Employee with an equivalent amount payable in the form of cash.




     6. Agreement of Employee. Employee acknowledges that certain restrictions under state
or federal securities laws may apply with respect to the shares of Common Stock to be issued
pursuant to the Award. Specifically, Employee acknowledges that, to the extent Employee is an
“affiliate” of the Company (as that term is defined by the Securities Act of 1933), the shares of
Common Stock to be issued as a result of the Award are subject to certain trading restrictions
under applicable securities laws (including particularly the Securities and Exchange Commission’s
Rule 144). Employee hereby agrees to execute such documents and take such actions as the Company
may reasonably require with respect to state and federal securities laws and any restrictions on
the resale of such shares which may pertain under such laws. Notwithstanding anything herein to
the contrary and only to the extent permitted under Code §409A, a payment may be delayed to the
extent the Company reasonably anticipates that making the payment will violate federal securities
laws or other applicable laws.



     7. Withholding. Upon the issuance of shares to Employee pursuant to this Agreement,
Employee shall pay an amount equal to the amount of all applicable federal, state and local
employment taxes which the Company is required to withhold at any time. Such payment may be made
in cash, by withholding from Employee’s normal pay or short term incentive pay (if any), or, with
respect to the issuance of shares to Employee pursuant to this Agreement, by delivery of shares of
Common Stock (including shares issuable under this Agreement) in accordance with Section 14(a) of
the Plan and the terms of Code §409A.



     8. Adjustment of Awards.



          (a) If there is an increase or decrease in the number of issued and outstanding shares of
Common Stock through the payment of a stock dividend or resulting from a stock split-up, a
recapitalization, or a combination or exchange of shares of Common Stock, then the number of
outstanding RSUs hereunder shall be adjusted so that the proportion of such Award to the Company’s
total issued and outstanding shares of Common stock remains the same as existed immediately prior
to such event.




          (b) Except as provided in Section 8(a) of this Agreement, no adjustment in the number of
shares of Common Stock subject to any outstanding portion of the RSUs shall be made upon the
issuance by the Company of shares of any class of its capital stock or securities convertible into
shares of any class of capital stock, either in connection with a direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company’s
convertible into such shares or other securities.






 




			
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          (c) Upon the occurrence of events affecting Common Stock other than those specified in
Sections 8(a) and 8(b) of this Agreement, the Committee may make such other adjustments to awards
as are permitted under Section 5(c) of the Plan. This section shall not be construed as limiting
any other rights the Committee may have under the terms of the Plan.




     9. Clawback Provision. Notwithstanding anything in the Plan to the contrary, in the
event that the Company is required to materially restate its financial results, excluding a
material restatement of such financial results due solely to a change in generally accepted
accounting principles in the United States or such other accounting principles that may be adopted
by the Securities and Exchange Commission and are or become applicable to the Company, within two
years following the Performance Award Vesting Date as a result of fraud or intentional misconduct
on the part of the Employee, the Committee may, in its discretion, (a) cancel the Performance
Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet
been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b)
require the Employee to repay to the Company an amount equal to the value of any or all of the
shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the
Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of
the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common
Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common
Stock on the date of repayment) and the Committee may provide for an offset to any future payments
owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to
satisfy the repayment obligation; provided, however, that if any such offset is prohibited under
applicable law, the Committee shall not permit any offsets and may require immediate repayment by
the Employee.



     10. Plan Provisions.



          In addition to the terms and conditions set forth herein, the Award is subject to and governed
by the terms and conditions set forth in the Plan, as may be amended from time to time, which are
hereby incorporated by reference. Any terms used herein with an initial capital letter shall have
the same meaning as provided in the Plan, unless otherwise specified herein. In the event of any
conflict between the provisions of the Agreement and the Plan, the Plan shall control.



     11. Miscellaneous.



          (a) Limitation of Rights. The granting of the Award and the execution of the
Agreement shall not give Employee any rights to (1) similar grants in future years, (2) any right
to be retained in the employ or service of the Company or any of its affiliates or subsidiaries, or
(3) interfere in any way with the right of the Company or its affiliates or subsidiaries to
terminate Employee’s employment or services at any time.




          (b) Claims Procedure. Any dispute or claim for benefits by any person under this
Agreement shall be determined by the Committee in accordance with the claims procedures under the
Cash America International, Inc. Nonqualified Savings Plan.




          (c) Shareholder Rights. Neither Employee nor Employee’s Beneficiary shall have any of
the rights of a shareholder with respect to any shares of Common Stock issuable upon vesting of
any Award, including without limitation a right to cash dividends or a right to vote, until (i)
such Award is vested and, if applicable with respect to the Performance Award, certified by the
Committee, and (ii)






 




			
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such shares have been delivered and issued to Employee or Employee’s Beneficiary pursuant to
Section 4 of this Agreement.




          (d) Severability. If any term, provision, covenant or restriction contained in the
Agreement is held by a court or a federal regulatory agency of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
contained in the Agreement shall remain in full force and effect, and shall in no way be affected,
impaired or invalidated.




          (e) Controlling Law. The Agreement is being made in Texas and shall be construed and
enforced in accordance with the laws of that state.




          (f) Construction. The Agreement and the Plan contain the entire understanding between
the parties, and supersedes any prior understanding and agreements between them, representing the
subject matter hereof. There are no representations, agreements, arrangements or understandings,
oral or written, between and among the parties hereto relating to the subject matter hereof which
are not fully expressed herein.




          (g) Amendments to Comply With Code §409A. Notwithstanding the foregoing, if any
provision of this Agreement would cause compensation to be includible in Employee’s income pursuant
to Code §409A(a)(1), then the Company may amend the Agreement in such a way as to cause
substantially similar economic results without causing such inclusion; any such amendment shall be
made by providing notice of such amendment to Employee, and shall be binding on Employee.




          (h) Headings. Section and other headings contained in the
Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of the
Agreement or any provision hereof.






 




			
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     IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the day and
year first set forth above.



	 	 	 	 	 
	 	CASH AMERICA INTERNATIONAL, INC.

 	 
	 	By:  	
 	 
	 	 	Daniel R. Feehan 	 
	 	 	Chief Executive Officer and President 	 
	 



	 	 	 	 	 
	 	EMPLOYEE 

 	 
	 
	 	

 	 
	 	 	 
	 	 	 
	 





 




			
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EXHIBIT A

TERMS AND CONDITIONS OF PERFORMANCE AWARD





	1.	 	General. The amount of the Performance Award that will vest and be payable upon
vesting shall be based on the Company achieving growth in its [**Confidential Treatment
Requested] EPS over the three-year period ending December 31, 2012.
	 
	2.	 	Target Performance Award and Maximum Performance Award. 100% of the Target Performance
Award shall vest and be payable if the Company’s EPS achieves a [**Confidential Treatment
Requested] of [**Confidential Treatment Requested] when comparing the [**Confidential
Treatment Requested] EPS for the year ended December 31, 2009 (see below), with the EPS for
the year ending December 31, 2012 (see below); 200% of the Target Performance Award (or the
maximum Performance Award) shall vest and be payable if the Company’s EPS achieves a
[**Confidential Treatment Requested] of [**Confidential Treatment Requested] or more when
comparing the [**Confidential Treatment Requested] EPS for the year ended December 31, 2009
(see below), with the EPS for the year ending December 31, 2012 (see below).
	 
	3.	 	Calculation of [**Confidential Treatment Requested]. The [**Confidential Treatment
Requested] EPS shall be [**Confidential Treatment Requested] per share. The
[**Confidential Treatment Requested] shall reflect the [**Confidential Treatment Requested]
EPS over the three-year period ending December 31, 2012 [**Confidential Treatment
Requested].
	 
	4.	 	Adjustments. If there is an increase or decrease in the number of issued and
outstanding shares of Common Stock through the payment of a stock dividend or resulting
from a stock split-up, a recapitalization or a combination or exchange of shares of Common
Stock, then the EPS [**Confidential Treatment Requested] used to calculate the amount of
the Performance Award shall be adjusted to reflect such increase or decrease.
	 
	5.	 	Vesting and Payment Amounts. The amount of the Performance Award that will vest and be
payable (subject to Committee Certification, as described below) shall be determined as
follows:






	 	a.	 	The Company’s [**Confidential Treatment Requested] EPS must achieve a
[**Confidential Treatment Requested] of at least [**Confidential Treatment Requested]
in order for any amount of the Performance Award to vest and be payable; and with a
[**Confidential Treatment Requested] of [**Confidential Treatment Requested], 100% of
the Target Performance Award will vest and be payable (see the Performance Schedule in
Paragraph 7 below).
	 
	 	b.	 	200% of the Target Performance Award amount shall vest and be payable if the
Company’s [**Confidential Treatment Requested] EPS achieves a [**Confidential Treatment
Requested] of [**Confidential Treatment Requested] or more.
	 
	 	c.	 	If the Company’s [**Confidential Treatment Requested] EPS achieves a
[**Confidential Treatment Requested] of at least [**Confidential Treatment Requested]
but less than [**Confidential Treatment Requested], the amount of the Target
Performance Award that will vest and be payable shall be determined in accordance with
the Performance Schedule in Paragraph 7 below. (See also the examples in Paragraph 8
below.)







 




			
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	 	d.	 	No portion of the Performance Award will vest or be payable if the Company’s
[**Confidential Treatment Requested] EPS achieves a [**Confidential Treatment
Requested] of less than [**Confidential Treatment Requested].
	 
	 	e.	 	For purposes of determining the amount of the Performance Award that will vest
and be payable, [**Confidential Treatment Requested] shall be rounded to the nearest
[**Confidential Treatment Requested]; the calculated percentage of the amount of the
Performance Award payable at vesting will be rounded to the nearest 1.0%; and any
fractional share resulting from the calculation shall be rounded up to the next whole
share.






	6.	 	Committee Certification. At its first regularly scheduled meeting (or, if later, at
the first meeting held once the necessary EPS data has become available) following the
Performance Award Vesting Date (which meeting is anticipated to occur during the last 14
days of January 2013), the Committee (or any successor thereto) shall determine the extent
to which the conditions for the vesting of the Performance Award described in this Appendix
(the “Performance Goals”) have been met and shall certify the portion of the Target
Performance Award, if any, that has vested and is payable (“Committee
Certification”). Such Performance Goals will be considered to have been met only to
the extent that the Committee certifies in writing (within the meaning of Treasury
Regulations Section 1.162-27(e)(5)) that they have been met. The Committee Certification
shall include the satisfaction of the performance goals set forth in this Exhibit and of
the satisfaction of all other material terms of the Performance Award (including, without
limitation, the requirements of remaining continuously employed and/or attaining Rule of
65). The date the Committee makes such a written certification shall be deemed the
“Committee Certification Date”).
	 
	7.	 	Performance Schedule:





	 	 	 	 	 	 	 	 	 	 	 
	 	 	Percentage of	 	 	 	Percentage of
	 	 	Target	 	 	 	Target
	 	 	Performance	 	 	 	Performance
	[**Confidential	 	Award To be	 	[**Confidential	 	Award To be
	Treatment Requested]*	 	Issued 1 **	 	Treatment Requested]*	 	Issued 1 **
	[**Confidential 

Treatment Requested]

	 	 	200	%	 	[**Confidential

Treatment Requested]
	 	 	174	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	199	%	 	[**Confidential

Treatment Requested]
	 	 	173	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	198	%	 	[**Confidential

Treatment Requested]
	 	 	172	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	197	%	 	[**Confidential

Treatment Requested]
	 	 	171	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	196	%	 	[**Confidential

Treatment Requested]
	 	 	170	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	195	%	 	[**Confidential

Treatment Requested]
	 	 	169	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	194	%	 	[**Confidential

Treatment Requested]
	 	 	168	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	193	%	 	[**Confidential

Treatment Requested]
	 	 	167	%






 




			
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	 	 	Percentage of	 	 	 	Percentage of
	 	 	Target	 	 	 	Target
	 	 	Performance	 	 	 	Performance
	[**Confidential	 	Award To be	 	[**Confidential	 	Award To be
	Treatment Requested]*	 	Issued 1 **	 	Treatment Requested]*	 	Issued 1 **
	[**Confidential 

Treatment Requested]

	 	 	192	%	 	[**Confidential

Treatment Requested]
	 	 	166	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	191	%	 	[**Confidential

Treatment Requested]
	 	 	165	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	190	%	 	[**Confidential

Treatment Requested]
	 	 	164	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	189	%	 	[**Confidential

Treatment Requested]
	 	 	163	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	188	%	 	[**Confidential

Treatment Requested]
	 	 	162	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	187	%	 	[**Confidential

Treatment Requested]
	 	 	161	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	186	%	 	[**Confidential

Treatment Requested]
	 	 	160	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	185	%	 	[**Confidential

Treatment Requested]
	 	 	159	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	184	%	 	[**Confidential

Treatment Requested]
	 	 	158	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	183	%	 	[**Confidential

Treatment Requested]
	 	 	157	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	182	%	 	[**Confidential

Treatment Requested]
	 	 	156	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	181	%	 	[**Confidential

Treatment Requested]
	 	 	155	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	180	%	 	[**Confidential

Treatment Requested]
	 	 	154	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	179	%	 	[**Confidential

Treatment Requested]
	 	 	153	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	178	%	 	[**Confidential

Treatment Requested]
	 	 	152	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	177	%	 	[**Confidential

Treatment Requested]
	 	 	151	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	176	%	 	[**Confidential

Treatment Requested]
	 	 	150	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	175	%	 	[**Confidential

Treatment Requested]
	 	 	149	%





Continued on next page



 




			
	 	 	“[**Confidential Treatment Requested]” indicates that portions of this document have been
deleted and have been separately filed with the Securities and Exchange Commission.






3









 


















	 	 	 	 	 	 	 	 	 	 	 
	 	 	Percentage of	 	 	 	Percentage of
	 	 	Target	 	 	 	Target
	 	 	Performance	 	 	 	Performance
	[**Confidential	 	Award To be	 	[**Confidential	 	Award To be
	Treatment Requested]	 	Issued 1 **	 	Treatment Requested]	 	Issued 1 **
	[**Confidential 

Treatment Requested]

	 	 	148	%	 	[**Confidential

Treatment Requested]
	 	 	111	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	147	%	 	[**Confidential

Treatment Requested]
	 	 	110	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	146	%	 	[**Confidential

Treatment Requested]
	 	 	109	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	145	%	 	[**Confidential

Treatment Requested]
	 	 	108	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	144	%	 	[**Confidential

Treatment Requested]
	 	 	107	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	143	%	 	[**Confidential

Treatment Requested]
	 	 	106	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	142	%	 	[**Confidential

Treatment Requested]
	 	 	105	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	141	%	 	[**Confidential

Treatment Requested]
	 	 	104	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	140	%	 	[**Confidential

Treatment Requested]
	 	 	103	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	139	%	 	[**Confidential

Treatment Requested]
	 	 	102	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	138	%	 	[**Confidential

Treatment Requested]
	 	 	101	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	137	%	 	[**Confidential

Treatment Requested]
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	136	%	 	[**Confidential

Treatment Requested]
	 	 	96	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	135	%	 	[**Confidential

Treatment Requested]
	 	 	92	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	134	%	 	[**Confidential

Treatment Requested]
	 	 	88	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	133	%	 	[**Confidential

Treatment Requested]
	 	 	85	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	132	%	 	[**Confidential

Treatment Requested]
	 	 	81	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	131	%	 	[**Confidential

Treatment Requested]
	 	 	77	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	130	%	 	[**Confidential

Treatment Requested]
	 	 	73	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	129	%	 	[**Confidential

Treatment Requested]
	 	 	69	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	128	%	 	[**Confidential

Treatment Requested]
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	127	%	 	[**Confidential

Treatment Requested]
	 	 	62	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	126	%	 	[**Confidential

Treatment Requested]
	 	 	58	%







 






			
	 	 	“[**Confidential Treatment Requested]” indicates that portions of this document have been

deleted and have been separately filed with the Securities and Exchange Commission.




4









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Percentage of	 	 	 	Percentage of
	 	 	Target	 	 	 	Target
	 	 	Performance	 	 	 	Performance
	[**Confidential	 	Award To be	 	[**Confidential	 	Award To be
	Treatment Requested]	 	Issued 1 **	 	Treatment Requested]	 	Issued 1 **
	[**Confidential 

Treatment Requested]

	 	 	125	%	 	[**Confidential

Treatment Requested]
	 	 	54	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	124	%	 	[**Confidential

Treatment Requested]
	 	 	50	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	123	%	 	[**Confidential

Treatment Requested]
	 	 	46	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	122	%	 	[**Confidential

Treatment Requested]
	 	 	42	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	121	%	 	[**Confidential

Treatment Requested]
	 	 	38	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	120	%	 	[**Confidential

Treatment Requested]
	 	 	35	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	119	%	 	[**Confidential

Treatment Requested]
	 	 	31	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	118	%	 	[**Confidential

Treatment Requested]
	 	 	27	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	117	%	 	[**Confidential

Treatment Requested]
	 	 	23	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	116	%	 	[**Confidential

Treatment Requested]
	 	 	19	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	115	%	 	[**Confidential

Treatment Requested]
	 	 	15	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	114	%	 	[**Confidential

Treatment Requested]
	 	 	12	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	113	%	 	[**Confidential

Treatment Requested]
	 	 	8	%
	 
	 	 	 	 	 	 	 	 	 	 
	[**Confidential 

Treatment Requested]

	 	 	112	%	 	[**Confidential

Treatment Requested]
	 	 	4	%
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	[**Confidential	 	 	 	 
	 

	 	 	 	 	 	Treatment Requested]
	 	 	0	%








 




			
	(1)	 	Reflects the % of Target Performance Award that may vest and be payable.
	 
	*	 	[**Confidential Treatment Requested]to be rounded to nearest
	 
	 	 	[**Confidential Treatment Requested]
	 
	**	 	Percentage of Performance Award to be issued rounded to the nearest 1%






	8.	 	Examples: For purposes of these examples, assume Employee is granted a Target
Performance Award of 325 RSUs:






	 	a.	 	If the [**Confidential Treatment Requested] is [**Confidential
Treatment Requested], Employee shall receive the number of shares equal to 143% of
the number of RSUs granted as the Target Performance Award, rounded up to the next
whole share or 465 shares (325 * 143% = 464.75).
	 
	 	b.	 	If the [**Confidential Treatment Requested] is [**Confidential
Treatment Requested], Employee shall receive the number of shares equal to 111% of
the number of RSUs granted as the Target Performance Award rounded up to the next whole
share or 361 shares (325 * 111% = 360.75).









 






			
	 	 	
“[**Confidential Treatment Requested]” indicates that portions of this document have been

deleted and have been separately filed with the Securities and Exchange Commission.






5









 









	c.	 	If [**Confidential Treatment Requested] is [**Confidential
Treatment Requested], Employee shall receive the number of shares equal to 62% of
the number of RSUs granted as the Target Performance Award rounded up to the next whole
share or 202 shares (325 * 62% = 201.5).
	 
	d.	 	If [**Confidential Treatment Requested] is [**Confidential
Treatment Requested] or less, Employee shall not receive any portion of the
Performance Award.








 





 “[**Confidential Treatment Requested]” indicates that portions of this document have been

deleted and have been separately filed with the Securities and Exchange Commission.




6