TSR Value. The sum of (i) (A) in the case of a non-Change in Control Measurement Date, the average Fair Market Value of a share of Stock for the thirty (30)-trading-day period through and including the date on which TSR is being measured, or (B) in the case of Change in Control Measurement Date, the per share Change in Control transaction proceeds (as determined by the Committee in its sole discretion), in either case, plus (ii) the aggregate dividends (including ordinary and special dividends) per share... of Stock with a Dividend Date that occurs during the period beginning on the Grant Date and continuing through and including the date on which TSR is being measured. For the avoidance of doubt, if the Company engages in a spin-off of any Subsidiary (or any substantially similar transaction), then TSR Value shall also include (in addition to the Fair Market Value and dividends described above), for all purposes of the PSUs and any consideration received in respect thereof in connection with the spin-off or similar transaction, the fair market value of the equity of the spin-off company plus the aggregate dividends (including ordinary and special dividends) paid by the spin-off company, each determined in accordance with the methodology applicable to Company Fair Market Value and dividend determinations, as prescribed by this definition.View More
