his average annual Compensation for those five consecutive Plan Years during all of which he worked as an Employee, within the

Average Compensation; Allowed Bonus. “Average Compensation” means # the sum of Executive’s annual base salary and Allowed Bonus, if any, paid in each of the most recent three complete calendar years of Executive's employment by the Corporation divided by # three (or the lesser number of complete calendar years for which Executive has been employed by the Corporation). For the purpose of computing Average Compensation, the "Allowed Bonus" shall mean, for each calendar year included in the average, the sum of the amount of cash bonus paid in that year, if any, and the total grant date fair value of all restricted stock awards granted during that year, if any, (calculated as the fair market value of each share of restricted stock on the date of the award multiplied by the number of shares awarded); provided, however, that the Allowed Bonus included for any calendar year may not exceed 75% of Executive's annual base salary for that year. Average Compensation shall not include any amount,

The Plan shall satisfy the average deferral percentage test provided in [section 401(k)(3)] of the IRC and [section 1.401(k)-1]1] of the Income Tax Regulations issued thereunder. Subject to the special rules described in Section 4.11, the Aggregate 401(k) Contributions of Highly Compensated Employees shall not exceed the limits described below:

“Priority Return” means a seven percent (7.0%) per annum cumulative, pre-tax non-compounded return on Invested Capital.

With respect to the Performance Restricted Stock Units ("PRSUs") previously awarded to Warnke as CEO as of January 1, 2017, Warnke's final award reflecting the determination of the Company's "return on average invested capital" for 2017 in accordance with the terms of Warnke's 2017 award shall be determined on the basis of a target award of 1700 PRSUs, and the terms under which such PRSUs were originally awarded to Warnke pursuant to the Rules are hereby amended accordingly.

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.

“Capital Charge” means the Company’s Average Capital for the Plan Year multiplied by the Cost of Capital.

Note: This fee shall be charged each billing period, based [per trade; upon an estimate an of 0 trades per billing period; upon investment average invested balances at .0000% over each billing cycle].

You have been granted ​ RSUs for the three-year period that begins on January 1, ​, and ends on December 31, ​ (the “Performance Period”). Subject to the terms contained in this Grant Letter, if the Committee determines (following the end of the Performance Period), that an average Return on Invested Capital (“ROIC”), as defined below, was achieved by the Company at the Threshold Performance Score Percentage (as defined below) or greater, then a Share Award will be made to you on the Share Award Date (as defined below).

Capital Requirements. If any Lender or any Issuing Lender determines that any Change in Law affecting such Lender or such Issuing Lender or any Lending Office of such Lender or such Lender’s or such Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital or on the capital of such Lender’s or such Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations in