Threshold Performance Target. If the Company’s Adjusted EPS Growth as of the last day of the Performance Period is less than 3.0%, none of your PSUs shall become vested and all of your PSUs shall be forfeited as of the last day of the Performance Period. If the Company’s Adjusted EPS Growth as of the last day of the Performance Period is 3.0% or greater (the “Threshold Performance Target”) and, except as provided in Section 8(a), you remain in the continuous employment of Stryker through the Vesting Date, you shall become eligible to vest in up to 200% of your PSUs, although the actual number of your PSUs that become vested shall be determined based on exercise of negative discretion by the Committee in accordance with Sections 4, 5 and 6 below.

Each Participant shall have threshold, target, and maximum incentive compensation amounts that correspond to threshold, target and maximum Final Performance Scores. For each Participant, the target award amount shall be expressed as a fixed number or a percentage of his or her base salary as of April 1, 2016, as established by the Compensation Committee, and shall represent the amount of incentive compensation that the Participant will earn if his or her actual Final Performance Score is equal to that which would result from 100% achievement of all Participant Goals.

Threshold. Notwithstanding the foregoing, the Borrower will not be required to make a prepayment from such Net Cash Proceeds in accordance with [Section 2.03(a)(iii)] except to the extent that such Net Cash Proceeds, together with the aggregate Net Cash Proceeds of prior Asset Dispositions (other than those so used) which have not been applied in accordance with this [Section 2.03] and as to which no prior prepayments or repayments shall have been made, exceed $25.0 million.

Threshold. The aggregate Fair Market Value (determined as of the Grant Date) of the Shares for which Incentive Stock Options may first become exercisable by any Grantee during any calendar year under this Plan, together with that of Shares subject to Incentive Stock Options first exercisable by such Grantee under any other plan of the Company or any Parent or Subsidiary, shall not exceed $100,000. For purposes of this [Section 7.3(a)], all Options in excess of the $100,000 threshold shall be treated as Non-Qualified Stock Options notwithstanding the designation as Incentive Stock Options. For this purpose, Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the date the Option with respect to such Shares is granted.

Threshold. For the Time-Based Target, the Threshold is the Participant must remain continuously employed with the Company or any of its Affiliates for the applicable calendar year in the Performance Period.

Threshold. For the Net Sales Target, the Threshold is “Net Sales” (as defined in [Section A.3(a)(3)] below) must exceed ​.

Threshold. For the EBITDA Growth Target, the Threshold is “EBITDA Growth” (as defined in [Section A.3(b)(3)] below) must exceed ​.

The performance against the 2022 MIP goals was as follows: Free Cash Flow was below threshold, Absolute Revenue (unadjusted for currency) was between target and maximum, Adjusted Operating Margin was between threshold and target, and ESG was above target.

Payout percentages will be interpolated for performance achievement between threshold, target, and maximum.

The threshold and maximum payment levels will be established each year by the Committee and shown on [Appendix B] of the Plan. The threshold and maximum shall apply individually to each metric. If the performance of an individual metric falls below the threshold, no bonus will be payable for that individual metric. Each metric will be individually compared to the target and if the performance is above target, the bonus will be calculated for each individual metric based on the assigned weighted percent of the total Bonus target. Fifty percent of the Bonus target will be payable at the threshold and 150% of the Bonus target will be payable at the maximum payment level for each individual metric. Payment for performance between threshold and maximum will be calculated with straight-line interpolation between such percentages for performance that is in between threshold and maximum. The Bonus paid to any Participant with respect to any Plan Year shall not exceed 150% of the Participant’s Bonus target (excluding any applicable Enhanced Bonus provided in [Appendix C]) with respect to the Plan Year.

The threshold level of achievement of the financial goal is at least 84.44%. If we achieve less than 84.44% of the financial goal, no participant in the 2018 Bonus Plan will receive any portion of the target incentive. If we achieve 84.44% of the financial goal, participants will receive 50% of the target incentive. For achievement of the financial goal between the threshold and target, the overall incentive payment scales linearly between 50% and 100%. For achievement of the financial goal between the target and 115.56% of the financial goal, the overall incentive payment scales linearly between 100% and 200%. The maximum level of achievement of the financial goal is 115.56%. If we fail to achieve a minimum target for billings or free cash flow, the maximum target incentive will be 50%, even if the overall level of achievement of the financial goal is greater than the threshold.

Buyout Threshold. The Buyout Threshold Condition shall have been satisfied.

Straight line extrapolation of the payout percentage attained will be calculated for results between Threshold and Target, and between Target and Maximum. Below Threshold, the payout percentage attained is 0%. For Maximum or above, the payout percentage attained is 200%. Notwithstanding the foregoing, the Compensation Committee retains discretion to adjust an award (increase or reduce) under this Agreement based on its assessment of the Company’s performance with respect to strategic initiatives.

Straight-line interpolation shall be used to determine the “Percentage of Target Shares” in the table above if the Performance Achievement Percentage is between “Threshold” and “Target” and between “Target” and “Maximum.” For example, a 50% Performance Achievement Percentage will result in delivery of 50% of the Target Shares. Any partial Share shall be rounded up to the nearest whole Share.

A multiplier is applied for performance between the Corporate Threshold and Target to determine the percentage of the bonus pool that is funded, as well as performance that is above Target. The Corporate Bonus Pool can be up to 200% of target based on the achievement of above plan performance objectives.

For the avoidance of doubt, in no event shall a performance goal be deemed satisfied unless actual performance equals or exceeds the threshold level provided in the applicable Scorecard. To the extent that the actual performance is between the threshold and target levels or between the target and maximum levels described in the Scorecard, the vesting shall be determined as set forth in the Scorecard; provided that the Performance Condition shall not be satisfied and there shall be no vesting, if the actual performance is less than the threshold level of performance for all performance goals; and provided, further, that the maximum number of PSUs that vests shall not exceed the Maximum Shares.

Adjustments Based on EPS Goals. The Target Amount of units will initially be adjusted based upon performance against the average of the yearly EPS goals, as certified by the Committee (the “Adjusted EPS Units”). Fiscal year 2022 and fiscal year 2023 EPS goals will result in the following adjustment: 0% if performance is below the threshold level, 50% if performance is at the threshold level, 100% if performance is at target level, 200% if performance is above target, and 300% if performance is at or above the maximum level. Fiscal year 2024 EPS goals will result in the following adjustment: 0% if performance is below the threshold level, 25% if performance is at the threshold level, 50% if performance is at the below target level, 100% if performance is at the target level, 200% if performance is at the above target level, and 300% if performance is at or above the maximum level. For performance that falls among any of the attainment levels between the threshold level and the maximum level, a proportionate percentage will be applied based on straight-line interpolation between the attainment levels. At the end of the Performance Period each individual year’s EPS performance will be added together and then divided by three to determine the average EPS performance for the Performance Period, which will then be applied to the Target Amount of units to determine the EPS payout.

If ALLETE’s TSR ranking is at the 85th percentile or higher among the peer group (superior performance), 200% of the Performance Share Grant will be earned. If ALLETE’s TSR ranking is at the 50th percentile among the peer group (target performance), 100% of the Performance Share Grant will be earned. If ALLETE’s TSR ranking is at the 30th percentile (threshold performance), 50% of the Performance Share Grant will be earned. If TSR ranking is below threshold, no Performance Shares will be earned. Straight-line interpolation will be used to determine earned awards based on the TSR ranking between threshold, target and superior.

If the Free Cash Flow Threshold Target is not achieved, no percentage of Free Cash Flow Target RSUs will become vested or earned and such portion of the Performance RSUs shall be immediately forfeited without consideration. If the Free Cash Flow Threshold Target is met, the number of Earned Free Cash Flow Performance RSUs shall be determined as follows: