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.

Cash-Based Awards. The Committee is hereby authorized to grant Cash-Based Awards to Grantees denominated in cash in such amounts and subject to such terms and conditions as the Committee may determine. Each such Cash-Based Award shall specify a payment amount, payment range or a value determined with respect to the Fair Market Value of the Shares, as determined by the Committee. The Committee may designate Cash-Based Awards as “performance-based compensation” under Code Section 162(m) by conditioning the Award or the lapse of restrictions on the achievement of performance goals in accordance with Section 11(a) and by administering the Award to otherwise comply with the requirements of Section 11 and Code Section 162(m). The Committee is authorized at any time during or after a Performance Period to exercise negative discretion to reduce or eliminate a Cash-Based Award of any Grantee for any reason in its discretion, including, without limitation, changes in the position or duties of any Grantee with the Company or any Subsidiary during or after a Performance Period, whether due to any termination of employment (including death, disability, retirement, voluntary termination or termination with or without cause) or otherwise.

Grant of Other Stock-Based Awards. The Administrator may grant Other Stock-Based Awards. An Other Stock-Based Award is an award of Stock not otherwise described by the terms of this Plan, in such amounts and subject to such terms and conditions, as the Administrator shall determine, in its sole discretion. Such Awards may involve the transfer of actual shares of Stock to grantees, or payment in cash or otherwise of amounts based on the value of shares of Stock.

Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Compensation Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Compensation Committee. The Compensation Committee may establish performance goals in its discretion. If the Compensation Committee exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met. In the case of Cash-Based Awards and/or Other Stock-Based Awards intended to constitute Performance-Based Compensation the applicable performance goals for such Awards shall comply with the requirements of Article 11.

Stock Awards. Stock Awards may be granted under the Plan only to directors of the Company. A Stock Award may be in the form of either # shares of Common Stock, or # phantom stock, each share of which is equivalent in value to a share of Common Stock. The Committee shall have absolute discretion to determine the terms and conditions of Stock Awards, including but not limited to, any restrictions on the shares of Common Stock issued pursuant to a Stock Award and the terms of any agreement evidencing a Stock Award. The Committee in its discretion may establish a deferred compensation program under which fees payable by the Company to directors may be deferred in the form of a Stock Award.

Stock Awards. Stock Awards shall have no voting rights. Dividend equivalents declared with respect to a Participant’s Stock Awards in accordance with the underlying program governing the terms of the Stock Award shall be credited to the Participant’s account(s) under the Plan and paid in accordance with the provisions of Article 7.

Stock Awards. The Committee is authorized to grant a Stock Award under the Plan to any Eligible Person as a bonus, as additional compensation, or in lieu of cash or other compensation the individual is otherwise entitled to receive, in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.

Restricted Stock Awards. An Award of Restricted Stock under the Plan shall consist of Shares, the grant, issuance, retention, vesting and/or transferability of which are subject, during specified periods of time, to such conditions and terms as the Committee deems appropriate. Awards of Restricted Stock granted pursuant to the Plan need not be identical, but each grant of Restricted Stock must contain and be subject to the terms and conditions set forth below.

5.1Quarterly Stock Awards. Subject to the provisions of [Section 4(a)] and [Article 10] of the 2019 OIP and Sections 6 and 77] of this Amended 2019 Stock Program, each Non-Employee Director shall receive on an Award Date (as defined in [Section 5.3] below) a quarterly grant of shares of Common Stock equal in value to $21,875 (the “Quarterly Stock Award”) as of such Award Date for serving as a Non-Employee Director during the entire calendar quarter ending on, or immediately prior to, such Award Date. The number of shares of Common Stock granted on an Award Date shall be determined by dividing # $21,875 by # the closing price of a share of Common Stock on the New York Stock Exchange (“NYSE”) on such Award Date. Any fractional share that results from this determination shall be rounded up to the next whole share and shall be included in the applicable Quarterly Stock Award.

Restricted Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligible Person on the following terms and conditions: