Performance Award. An Award for which exercise, full enjoyment or receipt thereof by the Participant is contingent on satisfaction or achievement of a performance objective. The terms and conditions of each Performance Award, including the performance objective and performance period, shall be set forth in the applicable Award Agreement with the Participant or in a subplan of the Plan which is incorporated by reference into the Award Agreement

Award Terms. Each Other Stock-Based Award shall be expressed in terms of shares or units or an equivalent measurement based on shares, as determined by the Committee. If the value of an Other Stock-Based Award will be based on the appreciation of shares from an initial value determined as of the date of grant, then such initial value shall not be less than the Fair Market Value of a share on the date of grant of such Other Stock-Based Award.

The formula incentive award is a calculation of an award based on the actual performance achieved by the overall Company, and each of its applicable Business Areas or Commercial Areas, as well as the budgeted individual performance percentage to be applied across the Company as a whole.

ANNUAL AWARD. The Committee shall establish the amount of the annual award or awards to be granted to each Participant. These awards will be granted for attainment of annual, calendar year, goals. Any annual awards made to Participants under the Plan will be performance-based compensation to the maximum extent possible subject to the attainment of pre-established objective performance goals established by the Committee.

Award Date. The term “Award Date” with respect to each Participant means the date the Company grants Restricted Stock Units as set forth in the Award for such Participant.

The Participant’s manager is responsible for determining whether the Participant has met the Award qualifiers and other terms of the Plan, prior to providing an Award recommendation. The Award recommendation should be primarily based on the performance of the Participant (including but not limited to risk performance) and in consideration of the performance of the line of business and the Company.

DSU Award. Each DSU credited to a Deferred Stock Unit Account represents the Company’s commitment to issue such Participants a fixed number of shares of Common Stock upon a Distribution Event. No actual shares of Common Stock shall be issued until a Distribution Event described in Section 10 occurs, with such shares to be issued by the Company under the Incentive Plan, or under this Plan, as appropriate. The Deferred Stock Units under any DSU Award shall not be considered issued and outstanding shares for purposes of shareholder voting rights or for purposes of receiving dividends and other distributions, if any (other than as provided in [Section 8(c)(3)] below.)

The Executive is hereby awarded Performance Units with a value of $ per unit at the payment date. The Executive shall earn a percentage of the Performance Unit award upon achievement of a Performance Goal based on the Return on Invested Capital (“ROIC”) as a percentage of the cost of capital during the period January 1, through December 31, . ROIC is calculated by taking net income before after-tax cost of interest divided by total capital. The Performance Goal is calculated as follows:

Award Agreement. Upon receipt of a Trustee 102 Award, an Israeli Employee shall sign an Award Agreement under which the Israeli Employee shall, among others, # agree to be subject to the trust agreement between the Company and the Trustee; # declare that he/she understands the provisions of [Section 102] and the applicable tax track applies to the Trustee 102 Award and approve the applicable tax arrangement; and # confirm that he/she shall neither sell nor transfer the Trustee 102 Award from the Trustee until the lapse of the Holding Period.

Incentive awards paid under the Plan will be based solely on the attainment of specified performance goals established by the Committee during the first 90 days of the Plan Year. Performance goals 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 non-recurring nature and are based on one or more of the following: net income, return on assets, return on net assets, return on sales, return on capital, return on equity, return on revenue, sales growth, market share, cash flow, cost reduction, total shareholder return, economic value added, cash flow return on investment and cash value added. Performance goals may include a minimum, maximum and target level of performance with the size of individual awards, if any, based on the level attained. Actual goal attainment will be certified in writing by the Committee before payout.