Long-Term Performance-Based Incentive Compensation

Long-Term Performance-Based Incentive Compensation. Any cash or equity-based compensation program and associated dividend equivalent rights (other than any annual bonus compensation program) in which the amounts paid, earned or vested are based upon achievement of specified performance goals. For the avoidance of doubt, equity awards that are earned, vest or become exercisable based solely upon continued employment and/or the passage of time are not "Long-Term Performance-Based Incentive Compensation"