Achieved Shares. The number of a Participant’s Performance Shares that may be earned under any Award (“Achieved Shares”) will be determined at the end of the applicable Measurement Period based on the Company’s CAGR over the Measurement Period compared to a target CAGR of 8.6%, as approved by the Committee. To determine the Achieved Shares that may be earned by a Participant (subject to the other terms and conditions of this Plan), the Participant’s target number of Performance Shares is multiplied by the “Distribution Percentage” corresponding to the Company’s CAGR at the end of the Measurement Period (with the target CAGR of 8.6% equating to a 100% Distribution Percentage). The Distribution Percentage associated with attainment of above- or below-target CAGR is determined using linear interpolation between 0.1% CAGR up to 17.2% CAGR (Ex. 15.1% CAGR = 175.58% Distribution Percentage), as demonstrated in the table below:

Achieved Units. The number of units you will be deemed to have earned (“Achieved Units”) and that are eligible for vesting as of each Scheduled Vesting Date will be determined by the extent to which the Company has satisfied the performance goals as set forth in [Exhibit A] to this Agreement. Any Units subject to this Agreement that are not achieved by the final Scheduled Vesting Date will be forfeited.

Payment of Earned Achieved Awards. Each earned Achieved Share will entitle a Participant to receive one share of Stock (or other consideration of equal value, as determined by the Committee, in the event payment is made following a Change in Control). Subject to [Section 6], shares of Stock (or other consideration, as applicable) with respect to earned Achieved Shares will be issued to each such Participant in payment of an Award during the 60-day period immediately following the conclusion of the applicable Performance Period. The Company will issue a like number of shares of Stock (or other consideration, as applicable) to the Participant, and the Participant will own such shares of Stock (or other consideration, as applicable) free of all restrictions described herein. A Participant will not have the right to designate the taxable year of payment. At no time prior to the end of the Performance Period will any Stock (or other consideration, as applicable) be issued pursuant to an Award.

“Achievement Date” means the first trading date occurring during the Performance Period in which a Company Stock Price Target is achieved. For the avoidance of doubt, # each Company Stock Price Target may only be achieved once during the Performance Period unless the Share Limit would apply and result in less than all of the Shares corresponding to a Company Stock Price Target becoming Eligible Shares, in which case, such Company Stock Price Target must be achieved again (subject to the Share Limit) for such remaining Shares to become Eligible Shares and # more than one Company Stock Price Target may be achieved on a particular date. Except in connection with an Acquisition as set forth in [Section 4], no partial achievement will occur and no Shares will become Eligible Shares for achievement between two Company Stock Price Targets.

“Performance Shares” means the right to receive Shares to the extent Performance Goals are achieved (or other requirements are met) as described in [Section 9].

Tax Consequences and Withholding. As a condition precedent to the delivery of Shares in settlement of the Achieved Units, you are required to make arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the settlement of vested Achieved Units. The Company will retain a portion of the Shares that would otherwise be delivered to you in settlement of vested Achieved Units, which retained Shares shall have a Fair Market Value equal to the amount required to be withheld, unless you provide notice to the Company prior to the vesting date of the Achieved Units that you desire to pay cash or direct the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of [Section 15] of the Plan. Delivery of Shares upon the vesting of Achieved Units is subject to the satisfaction of applicable withholding tax obligations.

General Rule. In order to earn the Achieved Shares under the Plan, a Participant must remain continuously employed by the Company or an Affiliate through the last day of the applicable Performance Period, except as otherwise specifically provided in this Plan. Notwithstanding any provision of the Plan to the contrary, a Participant shall not earn any Achieved Shares following termination of employment.

“Target Shares” means the number of Performance Shares that will be distributable if the Performance Measures are achieved at the level identified as “target” for the entire Award Period.

The Grantee’s right to Performance Shares under [section 2] hereof shall be determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage (subject to a maximum of 200%); and [the following applies to Messrs. Cutler and May only] # The Grantee’s right to Performance Shares under [section 2] hereof shall be determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage for each year in the Performance Period (subject to a maximum of 200%); provided that the Grantee’s Achieved Percentage for the year in which the Grantee’s Service terminates due to Disability or converts to inactive status under a Disability Plan, and any subsequent years in the Performance Period, shall be deemed to be 100%; and

for long term award shares only, the Corporation achieved positive net income at the end of the calendar year during the Forfeiture Period.