Form of Amended Exhibit B to Performance-Based Restricted Stock Unit Agreement – TSR Ranking Determination

Summary

This document outlines how a company's Total Shareholder Return (TSR) ranking among a set peer group determines the percentage of performance-based restricted stock units (RSUs) awarded to a participant. Depending on the company's ranking at the end of the performance period, participants may receive between 0% and 200% of their target shares. The committee retains full discretion to reduce the payout to zero, regardless of the ranking.

EX-10.39 4 exhibit103906302019.htm FORM OF AMENDED EXHIBIT B TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT Document

Exhibit 10.39

APPENDIX B

DETERMINATION OF TSR RANKING

As of the Effective Date, the Committee has established a peer group of companies for the purpose of determining the Company’s relative TSR ranking for the Performance Period or the CIC period.

The table below reflects the Shares, expressed as a percentage of the Target Number of Shares, that may be payable to the Participant based upon the Company’s TSR ranking within the peer group for the Performance Period. Notwithstanding any provision in this Appendix B or in the Agreement to the contrary, other than Subparagraph 5(d), the Committee has the sole and absolute discretion to reduce the number of Shares payable to the Participant to zero (0) pursuant to Subparagraph 4(d) of the Agreement.


Company TSR Ranking Within the Peer Group			Percentage of the Target Number of Shares
1^st			200.0%
2^nd			200.0%
3^rd			187.5%
4^th			175.0%
5^th			150.0%
6^th			125.0%
Target Peer Group Ranking 7^th			100.0%
8^th			76.7%
9^th			53.3%
10^th			30.0%
11^th			0.0%
12^th			0.0%
13^th			0.0%
14^th			0.0%