Grants. A Performance Award may consist of either or both, as the Committee may determine, # “Performance Shares” or the right to receive Shares, Restricted Stock or cash of an equivalent value, or any combination thereof as the Committee may determine, or # “Performance Units,” or the right to receive a fixed dollar amount payable in cash, Shares, Restricted Stock or any combination thereof, as the Committee may determine. The Committee may grant Performance Awards to any Participant for no cash consideration, for such minimum consideration as may be required by applicable law or for such other consideration as may be specified at the time of the grant. The terms and conditions of Performance Awards shall be specified at the time of the grant and may include provisions establishing the performance period, the performance criteria to be achieved during a performance period, the criteria used to determine vesting (including the acceleration thereof), whether Performance Awards are forfeited or vest upon termination of employment or service during a performance period and the maximum or minimum settlement values. Each Performance Award shall have its own terms and conditions, which shall be determined at the discretion of the Committee. If the Committee determines, in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure or for other reasons that the Committee deems satisfactory, the Committee may modify the performance measures or objectives and/or the performance period.

Grants. A Performance AwardAwards may consistbe denominated as a cash amount, number of eitherShares or both, asa combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may determine, # “Performance Shares” orspecify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to receive Shares, Restricted Stockexercise the Award or cashhave it settled, and the timing thereof, upon achievement or satisfaction of an equivalent value, or any combination thereof as the Committee may determine, or # “Performance Units,” or the right to receive a fixed dollar amount payable in cash, Shares, Restricted Stock or any combination thereof, as the Committee may determine. The Committee may grant Performance Awards to any Participant for no cash consideration, for such minimum consideration as may be required by applicable law or for such other considerationperformance conditions as may be specified atby the timeCommittee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the grant. The terms and conditions of Performance Awards shall be specified at the time of the grant and may include provisions establishingPlan, the performance period, the performance criteriagoals to be achieved during a performance period,any Performance Period, the criteria used to determine vesting (includinglength of any Performance Period, the acceleration thereof), whetheramount of any Performance Awards are forfeited or vest upon termination of employment or service during a performance periodAward granted and the maximumamount of any payment or minimum settlement values. Eachtransfer to be made pursuant to any Performance Award shall have its own terms and conditions, which shall be determined at the discretion ofby the Committee. If the Committee determines, in its sole discretion, thatPerformance Award relates to Shares on which dividends are declared prior to vesting or satisfaction of the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure or for other reasons that the Committee deems satisfactory, the Committee may modify the performance measures or objectives and/or the performance period.

Grants. A Performance Award may consistAwards in the form of eitherPerformance Cash or both,Performance Share Units, as determined by the Committee in its sole discretion, may determine, # “Performance Shares” or the rightbe granted hereunder to receive Shares, Restricted Stock or cash of an equivalent value, or any combination thereof as the Committee may determine, or # “Performance Units,” or the right to receive a fixed dollar amount payable in cash, Shares, Restricted Stock or any combination thereof, as the Committee may determine. The Committee may grant Performance Awards to any ParticipantParticipants, for no cash consideration,consideration or for such minimum consideration as may be required by applicable lawlaw, either alone or for suchin addition to other consideration as may be specified atAwards granted under the time of the grant.Plan. The terms and conditions of Performance Awards shall be specified at the time of the grant and may include provisions establishing the performance period, the performance criteriagoals to be achieved during a performance period,for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria used to determine vesting (including the acceleration thereof), whether Performance Awards are forfeited or vest upon termination of employment or service during a performance period and the maximum or minimum settlement values. Each Performance Award shall have its own terms and conditions, which shall be determined at the discretion of the Committee. If the Committee determines,set forth in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure or for other reasons that the Committee deems satisfactory, the Committee may modify the performance measures or objectives and/or the performance period.[Section 10.2].

Grants. AThe Committee may grant Awards of Performance Award mayShares, designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of either or both,a unit valued by reference to a designated number of shares of Common Stock, the value of which may be paid to the Participant by delivery of shares of Common Stock or, if set forth in the instrument evidencing the Award, of such property as the Committee mayshall determine, # “Performance Shares” or the right to receive Shares, Restricted Stock or cashincluding, without limitation, cash, shares of an equivalent value, or any combination thereof as the Committee may determine, or # “Performance Units,” or the right to receive a fixed dollar amount payable in cash, Shares, Restricted StockCommon Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. Notwithstanding the foregoing, the amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee may determine. The Committee may grant Performance Awards to any Participant for no cash consideration, for such minimum consideration as may be required by applicable law or for such other consideration as may be specified at the time of the grant. The terms and conditions of Performance Awards shall be specified at the time of the grant and may include provisions establishing the performance period, the performance criteria to be achieved during a performance period, the criteria used to determine vesting (including the acceleration thereof), whether Performance Awards are forfeited or vest upon termination of employment or service during a performance period and the maximum or minimum settlement values. Each Performance Award shall have its own terms and conditions, which shall be determined at the discretion of the Committee. If the Committee determines, in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure or for other reasons that the Committee deems satisfactory, the Committee may modify the performance measures or objectives and/or the performance period.discretion.

Grants. ASubject to the terms of the Plan, a Performance Award granted under the Plan # may consistbe denominated or payable in cash, Shares (including, without limitation, Restricted Stock or Restricted Stock Units), other securities or other Awards, and # shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of eitherthe Performance Award, in whole or both,in part, upon the achievement of such performance goals during such performance periods as the Committee may determine, # “Performance Shares” orshall establish. Subject to the right to receive Shares, Restricted Stock or cash of an equivalent value, or any combination thereof as the Committee may determine, or # “Performance Units,” or the right to receive a fixed dollar amount payable in cash, Shares, Restricted Stock or any combination thereof, as the Committee may determine. The Committee may grant Performance Awards to any Participant for no cash consideration, for such minimum consideration as may be required by applicable law or for such other consideration as may be specified at the timeterms of the grant. The terms and conditions of Performance Awards shall be specified at the time of the grant and may include provisions establishingPlan, the performance period, the performance criteriagoals to be achieved during aany performance period, the criteria used to determine vesting (includinglength of any performance period, the acceleration thereof), whetheramount of any Performance Awards are forfeited or vest upon termination of employment or service during a performance periodAward granted and the maximumamount of any payment or minimum settlement values. Eachtransfer to be made pursuant to any Performance Award shall have its own terms and conditions, whichbe determined by the Committee. Unless the Committee determines otherwise, the performance period relating to any Performance Award shall be determined at the discretion of the Committee. If the Committee determines,least one calendar year commencing January 1 and ending December 31 (except in its sole discretion, that the established performance measures or objectives are no longer suitable because ofcircumstances in connection with a changeChange in the Company’s business, operations, corporate structure or for other reasons that the Committee deems satisfactory, the Committee may modifyControl, in which event the performance measures or objectives and/or the performance period.period may be shorter than one year).

Grants.Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Performance Award granted under the Plan # may consist of eitherbe denominated or both, aspayable in cash, Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other property and # shall confer on the Committee may determine, # “Performance Shares” orholder thereof the right to receive Shares, Restricted Stockpayments, in whole or cashin part, upon the achievement of an equivalent value,one or any combination thereofmore performance goals during such performance periods as the Committee may determine,shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, the amount of any payment or # “Performance Units,” or the righttransfer to receive a fixed dollar amount payable in cash, Shares, Restricted Stock or any combination thereof, as the Committee may determine. The Committee may grant Performance Awardsbe made pursuant to any Participant for no cash consideration, for such minimum consideration as may be required by applicable law or for suchPerformance Award and any other consideration as may be specified at the time of the grant. The terms and conditions of Performance Awards shall be specified at the time of the grant and may include provisions establishing the performance period, the performance criteria to be achieved during a performance period, the criteria used to determine vesting (including the acceleration thereof), whether Performance Awards are forfeited or vest upon termination of employment or service during a performance period and the maximum or minimum settlement values. Eachany Performance Award shall have its own termsbe determined by the Committee. Performance Awards that are granted to Eligible Persons who may be “covered employees” under [Section 162(m)] and conditions, whichthat are intended to be “qualified performance-based compensation” within the meaning of [Section 162(m)], to the extent required by [Section 162(m)], shall be determined atconditioned solely on the discretionachievement of the Committee. Ifone or more objective Performance Goals established by the Committee determines, in its sole discretion, thatwithin the established performance measures or objectives are no longer suitable becausetime prescribed by [Section 162(m)], and shall otherwise comply with the requirements of a change in the Company’s business, operations, corporate structure or for other reasons that the Committee deems satisfactory, the Committee may modify the performance measures or objectives and/or the performance period.[Section 162(m)], as described below.

Grants. A “Performance Award” shall mean any Award may consisthereunder of eitherShares, units or both, as the Committee may determine, # “Performance Shares”rights based upon, payable in, or the right to receive Shares,otherwise related to, Shares (including Restricted StockStock), or cash of an equivalent value, or any combination thereof as the Committee may determine, or # “Performance Units,” or the right to receive a fixed dollar amount payable in cash, Shares, Restricted Stock or any combination thereof, as the Committee may determine. The Committee may grant Performance Awards to any Participant for no cash consideration, for such minimum consideration as may be required by applicable law or for such other consideration as may be specified at the timeend of the grant. The terms and conditions of Performance Awards shall bea specified at the time of the grant and may include provisions establishing the performance period, the performance criteria to be achieved during a performance period, the criteria used to determine vesting (including the acceleration thereof), whether Performance Awards are forfeited or vest upon termination of employment or service during a performance period andestablished by the maximum or minimum settlement values. Each Performance Award shall have its own terms and conditions, which shall be determined at the discretion of the Committee. If the Committee determines, in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure or for other reasons that the Committee deems satisfactory, the Committee may modify the performance measures or objectives and/or the performance period.

Grants. A Performance AwardPerformance-Based Awards. The Committee, at any time, and from time to time, may consist of either or both,grant Performance-Based Awards to a Participant in such amounts and upon such terms as the Committee may determine, # “Performance Shares” or the right to receive Shares, Restricted Stock or cashshall determine. Each grant of an equivalent value, or any combination thereof as the Committee may determine, or # “Performance Units,” or the right to receive a fixed dollar amount payable in cash, Shares, Restricted Stock or any combination thereof, as the Committee may determine. The Committee may grant Performance Awards to any Participant for no cash consideration, for such minimum consideration as may be required by applicable law or for such other consideration as may be specified at the time of the grant. The terms and conditions of Performance Awards shall be specified at the time of the grant and may include provisions establishing the performance period, the performance criteria to be achieved during a performance period, the criteria used to determine vesting (including the acceleration thereof), whether Performance Awards are forfeited or vest upon termination of employment or service during a performance period and the maximum or minimum settlement values. Each PerformancePerformance-Based Award shall have an initial value or target number of shares of Common Stock that is established by the Committee. The Committee shall establish # performance goals in its own termsdiscretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares subject to a Performance-Based Award that will be paid out to the Participant, and conditions,# the Performance Period, which shall be determined atmean the discretionperiod of the Committee. If the Committee determines, in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure or for other reasons that the Committee deems satisfactory, the Committee may modifytime during which the performance measures or objectives and/orgoals must be achieved in order to determine the performance period.degree of payout after vesting with respect to any such Performance-Based Award.

Grants. A Performance Award may consist of either or both, as the Committee may determine, # “Performance Shares” or the right to receive Shares, Restricted Stock or cash of an equivalent value, or any combination thereof as the Committee may determine, or # “Performance Units,” or the right to receive a fixed dollar amount payable in cash, Shares, Restricted Stock or any combination thereof, as the Committee may determine.Awards. The Committee mayis authorized to grant Performance Awards to any Participant for no cash consideration, for such minimum consideration as may be required by applicable lawEligible Person payable in cash, Shares, or for such other consideration as may be specified at the time of the grant. TheAwards, on terms and conditions established by the Committee, subject to the provisions of Performance AwardsSection 8 if and to the extent that the Committee shall, in its sole discretion, determine that an Award shall be specified at the time of the grant and may include provisions establishing the performance period, thesubject to those provisions. The performance criteria to be achieved during a performance period, the criteria used to determine vesting (including the acceleration thereof), whetherany Performance Awards are forfeited or vest upon termination of employment or service during a performance periodPeriod and the maximum or minimum settlement values. Eachlength of the Performance Award shall have its own terms and conditions, whichPeriod shall be determined atby the discretionCommittee upon the grant of each Performance Award. Except as provided in Section 9 or as may be provided in an Award Agreement, Performance Awards shall be distributed only after the end of the Committee. Ifrelevant Performance Period. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee determines,and may be based upon the criteria set forth in Section 8(b), or any other criteria that the Committee, in its sole discretion, shall determine should be used for that purpose. The amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established performance measures or objectives are no longer suitable becauseby the Committee, on a deferred basis, in each case in a manner that does not violate the requirements of Section 409A of the Code. Dividend Equivalents credited in connection with a change inPerformance Award shall be subject to restrictions and risk of forfeiture to the Company’s business, operations, corporate structure or for other reasons thatsame extent as the Committee deems satisfactory, the Committee may modify the performance measures or objectives and/or the performance period.Performance Award with respect to which such Dividend Equivalents have been credited.

Grants. AThe Committee may grant Awards of Performance Award mayUnits, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of either or both,a unit valued by reference to a designated amount of property other than shares of Common Stock, which value may be paid to the Participant by delivery of such property as the Committee mayshall determine, # “Performance Shares” or the right to receive Shares, Restricted Stock or cashincluding, without limitation, cash, shares of an equivalent value, or any combination thereof as the Committee may determine, or # “Performance Units,” or the right to receive a fixed dollar amount payable in cash, Shares, Restricted StockCommon Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. Notwithstanding the foregoing, the amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee may determine. The Committee may grant Performance Awards to any Participant for no cash consideration, for such minimum consideration as may be required by applicable law or for such other consideration as may be specified at the time of the grant. The terms and conditions of Performance Awards shall be specified at the time of the grant and may include provisions establishing the performance period, the performance criteria to be achieved during a performance period, the criteria used to determine vesting (including the acceleration thereof), whether Performance Awards are forfeited or vest upon termination of employment or service during a performance period and the maximum or minimum settlement values. Each Performance Award shall have its own terms and conditions, which shall be determined at the discretion of the Committee. If the Committee determines, in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure or for other reasons that the Committee deems satisfactory, the Committee may modify the performance measures or objectives and/or the performance period.discretion.