The Performance-Based Restricted Stock Units subject to the ROIC Hurdle vest based on the achievement of Return on Invested Capital performance of at least []%, measured based on the average of the Company’s annual ROIC (as defined below) over any of the following periods: # the [] years in the period beginning on [] and ending [] (i.e., the simple average of ROIC in each of fiscal []); # the [] years in the period beginning on [] and ending [] (i.e., the simple average of ROIC in each of fiscal []); and # the [] years in the period beginning on [] and ending [] (i.e., the simple average of ROIC in each of fiscal []). Subject to Section 2(c), Performance-Based Restricted Stock Units will be immediately vested and settled in shares of Common Stock when performance has been reviewed and approved by the Compensation Committee of the Board of Directors of the Company.

. Unless earlier vested under subsection # below, or forfeited pursuant to this Agreement, the Performance-Based Restricted Stock Units shall vest upon satisfaction of the performance criteria outlined in this Section 2(a). [] percent ([]%) of the Performance-Based Restricted Stock Units covered by this Agreement shall vest based on the achievement of the Stock Price Hurdle and [] percent ([]%) of the Performance-Based Restricted Stock Units covered by this Agreement shall vest based on the achievement of the ROIC Hurdle. The achievement of each Hurdle will be evaluated separately from the other Hurdle. Depending on the timing of the attainment of the Stock Price Hurdle, as described in clause (i) below, a portion of the shares of Common Stock issuable upon vesting and settlement may be subject to transfer restrictions. At settlement, each Performance-Based Restricted Stock Unit shall be converted into the right to receive one share of Common Stock on the date or dates specified in this Section 2(a).