Performance Awards Granted to Designated Covered Employees. If the Administrator determines that a Performance Award to be granted to a person the Administrator regards as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, the grant and/or settlement of such Performance Award shall comply with the requirements set forth in this [Section 7(b)].

The Administrator may make Awards Grantedhereunder to Designated Covered Employees. IfEmployees (or to individuals whom the Administrator determinesbelieves may become Covered Employees) that a Performance Awardare intended to be granted to a person the Administrator regards as likely to be a Covered Employee should qualify as “performance-performance-based compensation” for purposescompensation under Section 162(m) of the Code. The exercisability and/or payment of such Awards may, to the extent required to qualify as performance-based compensation under Section 162(m) of the Code, be subject to the grantachievement of performance criteria based upon one or more Performance Goals and to certification of such achievement in writing by the Committee. The Committee may in its discretion reduce the amount of such Awards that would otherwise become exercisable and/or settlementpayable upon achievement of such Performance AwardGoals and the certification in writing of such achievement, but may not increase such amounts. Any such Performance Goals shall comply withbe established in writing by the requirementsCommittee not later than the time period prescribed under Section 162(m) of the Code and the regulations thereunder. Notwithstanding anything set forth in this [Section 7(b)].the Plan to contrary, all provisions of such Awards which are intended to qualify as performance-based compensation under Section 162(m) of the Code shall be construed in a manner to so comply.

[Section 162(m)] Awards. If the AdministratorCommittee determines that a Performance Award to be granted to a person the Administrator regards as likely to be a Covered Employee shouldis intended to qualify as “performance-based compensation” for purposes of Sectiona [Section 162(m) of] Award, the Code, the grantgrant, exercise, vesting and/or settlement of such Performance Award shall comply with the requirementsbe contingent upon achievement of a pre-established performance goal or goals and other terms set forth in this [Section 7(8(b)].; provided, however, that nothing in this [Section 8(b)] or elsewhere in the Plan shall be interpreted as preventing the Committee from granting Performance Awards or other Awards to Covered Employees that are not intended to constitute [Section 162(m)] Awards or from determining that it is no longer necessary or appropriate for a [Section 162(m)] Award to qualify as such.