Adjustment of Performance-Based Compensation. Awards that are designated as Performance-Based Compensation may be adjusted upward or downward, either on a formula or discretionary basis or any combination, as the Compensation Committee determines.

Performance-Based Compensation. Subject to the limitations described below, the Administrator may determine that an irrevocable election to defer Bonus for an amount that qualifies as Performance-Based Compensation may be made by submitting a Plan Election on or before the deadline established by the Administrator, which in no event shall be later than 6 months before the end of the performance period. In order for a Participant to be eligible to make a Plan Election for Performance-Based Compensation in accordance with the deadline established pursuant to this [[Section 3.3(C), (i)])]])] the performance criteria must relate to a performance period of at least 12 consecutive months, and # the Participant must have performed services continuously from the later of # the beginning of the

XX Participant deferrals not allowed.

A special election period

Performance-Based Compensation. "Performance-Based Compensation" means a Bonus that is intended to constitute "performance-based compensation" within the meaning of [Section 162(m)(4)(C)] of the Code and the regulations promulgated thereunder.

Performance-Based Compensation. Notwithstanding the foregoing requirements as to the timing of deferral elections with respect to Base Salary, an irrevocable deferral election pertaining to Performance Cash or Performance Shares which qualify as “performance-based compensation” may be made by timely delivering an election form to the Committee, in accordance with the terms of the Plan, no later than six months before the end of the applicable performance period, provided that such compensation is not yet readily ascertainable. “Performance-based compensation” shall be compensation based on services performed over a period of at least twelve (12) months, in accordance with section 409A of the Code and related guidance. (For this purpose, restricted stock does not qualify as “performance-based compensation” unless subject to a performance-based vesting condition or as otherwise qualified under section 409A of the Code and related guidance.) The deferral election for the preceding performance period, if any, shall not automatically carry over and continue in effect for subsequent performance period; rather, an affirmative election for each period shall be required.

Performance-Based Compensation. Pursuant to [Section 9] of the Plan, if this Award of Performance Units is intended to qualify as Performance-Based Compensation, any amounts payable with respect to this Award shall be determined in a manner permitted by Section 162(m) of the Code.

Performance-Based Awards. The number of shares subject to a Participant’s Performance-Based Award shall be determined by multiplying the number of shares subject to that Award by a fraction, the numerator of which shall be the number of full calendar months of employment or service subsequent to the Award Date, and the denominator of which shall be the number of full calendar months during the Performance Period. The Participant’s actual number of shares subject to the Award shall vest, in full, at the end of the Performance Period.

Performance Based Awards. The Committee will establish a performance goal or goals (“Performance Goal”) for each Award not later than the 90th day of the calendar yearAward Year to which the Award relates. The period for each Performance Goal will commence on January 1 and end on December 31 of such year (the “Performance Period”). The Committee may authorize that Awards of Restricted Shares and Stock Units be made subject to or granted upon the attainment of specified performance goals over a designated performance period of at least one year in addition to time-vesting and other vesting requirements. If so authorized, Awards intended to qualify as “performance-based compensation” under Code Section 162(m) shall be made in accordance with the requirements thereof. Performance goals Goals for this purpose will be based on objective criteria specifically defined by the Committee on a Company, business unit or peer group comparison basis, which may include or exclude specified items of an unusual or nonrecurring nature and are based on one or more of the following: earnings per share, net income, return on assets, return on sales, return on capital, return on equity, return on revenue, cash flow, cost reduction, total shareholder return, economic value added, cash flow return on investment, and cash value added. The Committee, in its sole discretion, may reduce or eliminate any Award otherwise earned based on an assessment of individual performance, but in no event may any such reduction result in an increase of the Award payable to any other participantParticipant. The Committee shall determine the amount of any such reduction by taking into account such factors as it deems relevant including, without limitation: # performance against other financial or strategic objectives; # its subjective assessment of the executive’s overall performance for the year; and # prevailing levels of total compensation among similar companies.

Notwithstanding any other provision to the contrary of the Plan, any Award or agreement relating to an Award, any Award and any shares of Stock, cash or other compensation received by an Eligible Employee pursuant to this Plan that constitute incentive-based compensation may be subject to recovery by the Company under any compensation recovery, recoupment or clawback policy that the Company may adopt from time to time, including without limitation any policy that the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Stock may be listed. Each Eligible Employee shall promptly return any such incentive-based compensation that the Company determines it is required to recover from such Eligible Employee under any such policy.