Performance-Based Grants. Notwithstanding anything to the contrary herein, certain Shares of Restricted Stock granted under this Section 8 may, at the discretion of the Committee, be granted in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto). The restrictions applicable to such Restricted Stock shall lapse based wholly or partially on the attainment of written performance goals approved by the Committee for a performance period established by the Committee # while the outcome for that performance period is substantially uncertain and # no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the criteria set forth in [Section 9(b)] below. The Committee shall determine in its discretion whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify prior to the release of the restrictions on the Shares.

Performance-Based Grants. Notwithstanding anything to the contrary herein, certain Shares[Section 162(m)] Performance Restrictions. For purposes of qualifying grants of Restricted Stock granted under this Section 8 may, at the discretion of the Committee, be granted in a manner which is intended to be deductible by the Companyor Restricted Stock Units as “performance-based compensation” under Section 162(m) of the Code (or any successor section thereto).Code, the Committee, in its sole discretion, may set restrictions based upon the achievement of Performance Goals. The restrictions applicable to such Restricted StockPerformance Goals shall lapse based wholly or partially on the attainment of written performance goals approvedbe set by the Committee for a performance period established byon or before the latest date permissible to enable the Restricted Stock or Restricted Stock Units to qualify as “performance-based compensation” under section 162(m) of the Code. In granting Restricted Stock or Restricted Stock Units that are intended to qualify under section 162(m) of the Code, the Committee # while the outcome for that performance period is substantially uncertain and # no more than 90 days after the commencementshall follow any procedures determined by it in its sole discretion from time to time to be necessary, advisable or appropriate to ensure qualification of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percentRestricted Stock under section 162(m) of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the criteria set forth in [Section 9(b)] below. The Committee shall determine in its discretion whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify prior to the release of the restrictions on the Shares.Code.

Performance-Based Grants.[Section 162(m)] Performance Restrictions. Notwithstanding anythingany other provision of this Section to the contrary herein, certain Sharescontrary, for purposes of qualifying grants of Restricted Stock granted under this Section 8 may, atas Performance-Based Compensation, if applicable, the discretionCommittee shall establish restrictions based upon the achievement of pre-established Performance Targets. If the Committee, be granted in a manner which is intended to be deductible by the Company under Section 162(m)Committee intends for any Share of the Code (or any successor section thereto). The restrictions applicable to such Restricted Stock to qualify as Performance-Based Compensation, the specific Performance Targets that must be satisfied for the Period of Restriction to lapse or terminate shall lapse based wholly or partially on the attainment of written performance goals approved by the Committee for a performance periodbe established by the Committee # whileon or before the outcome forlatest date permissible to enable the Restricted Stock to so qualify. In granting Restricted Stock that performance period is substantially uncertain and # no more than 90 days afterintended to qualify as Performance-Based Compensation, the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the criteria set forth in [Section 9(b)] below. The Committee shall determine in its discretion whether, with respectfollow any procedures that it determines to a performance period, the applicable performance goals have been met with respectbe necessary, advisable, or appropriate to a given Participant and, if they have, shall so certify prior to the release of the restrictions on the Shares.ensure such qualification.

Performance-Based Grants.[Section 162(m)] Performance Restrictions. Notwithstanding anythingany other provision of this Section to the contrary herein, certain Sharescontrary, for purposes of qualifying grants of Restricted Stock granted under this Section 8 may, atUnits as Performance-Based Compensation, if applicable, the discretionCommittee shall establish restrictions based upon the achievement of pre-established Performance Targets. If the Committee, be granted in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (orCommittee intends for any successor section thereto). The restrictions applicable to such Restricted Stock Unit to qualify as Performance-Based Compensation, the specific Performance Targets that must be satisfied for the Period of Restriction to lapse or terminate shall lapse based wholly or partially on the attainment of written performance goals approved by the Committee for a performance periodbe established by the Committee # whileon or before the outcome forlatest date permissible to enable the Restricted Stock Unit to so qualify. In granting Restricted Stock Units that performance period is substantially uncertain and # no more than 90 days afterare intended to qualify as Performance-Based Compensation, the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the criteria set forth in [Section 9(b)] below. The Committee shall determine in its discretion whether, with respectfollow any procedures that it determines to a performance period, the applicable performance goals have been met with respectbe necessary, advisable, or appropriate to a given Participant and, if they have, shall so certify prior to the release of the restrictions on the Shares.ensure such qualification.

Performance-Based Grants. Notwithstanding anything toIf, at the contrary herein, certain Sharestime of grant, the Committee intends a Restricted Stock granted under this Section 8 may, atAward, Restricted Stock Unit Award or Cash-Based Award to qualify as “other performance based compensation” within the discretionmeaning of the Committee, be granted in a manner which is intended to be deductible by the Company underCode Section 162(m) of, the Code (or any successor section thereto). The restrictions applicable to such Restricted Stock shall lapse based wholly or partially on the attainment of writtenCommittee must establish performance goals approved byfor the Committee for a performance period established by the Committee # while the outcome for that performance period is substantially uncertain and #applicable Performance Period no morelater than 90 days after the commencement of thePerformance Period begins (or by such other date as may be required under Code Section 162(m)). Such performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, whichgoals must be objective, shall be based uponon one or more of the criteria set forthdescribed in [Section 9(Section 11(b)] below. The. “Performance Period” means the period selected by the Committee shall determine in its discretion whether, with respectduring which performance is measured for purpose of determining the extent to which an award of Restricted Stock, Restricted Stock Units or a performance period, the applicable performance goals haveCash-Based Award has been met with respect to a given Participant and, if they have, shall so certify prior to the release of the restrictions on the Shares.earned.

PERFORMANCE GOALS. The Committee, in its discretion, shall in the case of Grants (including, in particular, Grants other than Options) intended to qualify for an exception from the limitation imposed by Section 162(m) of the Code ("Performance-Based Grants. Notwithstanding anythingGrants") # establish one or more performance goals ("Performance Goals") as a precondition to the contrary herein, certain Sharesissue of Restricted Stock granted under this Section 8 may, atGrants, and # provide, in connection with the discretionestablishment of the Committee,Performance Goals, for predetermined Grants to those Grantees (who continue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance Goals shall be grantedbased upon the criteria set forth in Exhibit A hereto which is hereby incorporated herein by reference as though set forth in full. The Performance Goals shall be established in a manner which is intended to be deductible bytimely fashion such that they are considered preestablished for purposes of the Companyrules governing performance-based compensation under Section 162(m) of the Code (or any successor section thereto). The restrictions applicableCode. Prior to suchthe award of Restricted Stock shall lapse based wholly or partially on the attainment of written performance goals approved byhereunder, the Committee for a performance periodshall have certified that any applicable Performance Goals, and other material terms of the Grant, have been satisfied. Performance Goals which do not satisfy the foregoing provisions of this Section 13 may be established by the Committee # while the outcome for that performance period is substantially uncertain and # no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the criteria set forth in [Section 9(b)] below. The Committee shall determine in its discretion whether, with respect to a performance period,Grants not intended to qualify for an exception from the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify prior to the releaselimitations imposed by Section 162(m) of the restrictions on the Shares.Code.

Performance-Based Grants. Notwithstanding anythingSubject to the contrary herein, certain Shares oflimits under Sections 5.2 and 5.4, the Committee may award Restricted Stock granted under this Section 8 may, at the discretion of the Committee, be granted inGrants to a manner which is intendedGrantee pursuant to be deductibleconditions established by the CompanyCommittee under Section 162(m)which restrictions on shares of the Code (or any successor section thereto). The restrictions applicable to such Restricted Stock shall lapse based whollyover a period of time or partially onaccording to such other criteria as the Committee deems appropriate, including, without limitation, the satisfaction of Performance Goals described in Section 10.3 (“Vesting Conditions”). The period of time during which the Restricted Stock will remain subject to restrictions (the “Restriction Period”) will be designated in the Grant Agreement. If either the award of a Restricted Stock Grant or the lapsing of the Restriction Period is to be contingent upon the attainment of written performance goals approved by the Committee for a performance period established by the Committee # while the outcome for that performance period is substantially uncertain and # no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more ofPerformance Goals (a “Performance-Based Restricted Stock Grant”), the criteriaCommittee shall follow procedures substantially equivalent to those set forth in [Section 9(b)] below. The Committee shall determineSection 10.2 through Section 10.8. Restricted Stock Grants may be in its discretion whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify prior to the releaseform of the restrictions on the Shares.Restricted Stock, Restricted Stock Units or Performance-Based Restricted Stock.

Performance-Based Grants.Awards. Notwithstanding anything to the contrary herein, certain Shares of Restricted StockOther Stock-Based Awards granted under this Section 8 may, at the discretion of the Committee,9 may be granted in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto) ("Performance-Based Awards"). The restrictions applicable to such Restricted StockA Participant's Performance-Based Award shall lapsebe determined based wholly or partially on the attainment of written performance goals approved by the Committee for a performance period of not less than one year established by the Committee # while the outcome for that performance period is substantially uncertain and # no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the following criteria: # consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); # net income; # operating income; # earnings per Share; # book value per Share; # return on shareholders' equity; # expense management; # return on investment; # improvements in capital structure; # profitability of an identifiable business unit or product; # maintenance or improvement of profit margins; # stock price; # market share; # revenues or sales; # costs; # cash flow; # working capital and # return on assets. The foregoing criteria set forth in [Section 9(b)] below.may relate to the Company, one or more of its Affiliates or one or more of its or their divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items. The Committee shall determine in its discretion whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify priorand ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification is made by the Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the releaseParticipant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Section 162(m) of the restrictions on the Shares.Code, elect to defer payment of a Performance-Based Award.