Performance Criteria. The Performance Criteria that will be used to establish the Performance Goal(s) may be based on the attainment of specific levels of performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing) and shall be limited to the following, which may be determined in accordance with generally accepted accounting principles (“GAAP”) or on a non-GAAP basis: # net earnings, net income (before or after taxes) or consolidated net income; # basic or diluted earnings per share (before or after taxes); # net revenue or net revenue growth; # gross revenue or gross revenue growth, gross profit or gross profit growth; # net operating profit (before or after taxes); # return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); # cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may but are not required to be measured on a per share basis; # actual or adjusted earnings before or after interest, taxes, depreciation and/or amortization (including EBIT and EBITDA); # gross or net operating margins; # productivity ratios; # share price (including, but not limited to, growth measures and total stockholder return); # expense targets or cost reduction goals, general and administrative expense savings; # operating efficiency; # objective measures of customer/client satisfaction; # working capital targets; # measures of economic value added or other ‘value creation’ metrics; # enterprise value; # sales; # stockholder return; # customer/client retention; # competitive market metrics; # employee retention; # objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); # comparisons of continuing operations to other operations; # market share; # cost of capital, debt leverage year-end cash position or book value; # strategic objectives; or # any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first ninety (90) days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period.

Business Criteria. The term “Business Criteria” for purposes of this Plan means criteria that relate to # return over capital costs or increases in return over capital costs, # return on invested capital or increases in return on invested capital, # operating performance or operating performance improvement, # safety record, # customer satisfaction or customer engagement surveys, # total earnings or the growth in such earnings, # consolidated earnings or the growth in such earnings, # earnings per share or the growth in such earnings, # net earnings or income or the growth in such earnings or income, (10) earnings before interest expense, taxes, depreciation, amortization and other non-cash items or the growth in such earnings, # earnings before interest and taxes or the growth in such earnings, # consolidated net income or the growth in such income, # the value of the Company’s common stock or the growth in such value, # the Company’s stock price or the growth in such price, # the weight or volume of paperboard or container board produced or converted by the Company, # return on assets or equity or the growth on such returns, # cash flow or the growth in such cash flow, # the Company’s total shareholder return or the growth in such return, # expenses or the reduction of such expenses, # sales or sales growth, (21) overhead ratios or changes in such ratios, (22) expense-to-sales ratios or the changes in such ratios (22) economic value added or changes in such value added or (23) any other criteria as determined by the Committee.

Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries or business or geographical units of the Company (except with respect to the total stockholder return and earnings per share criteria), may be used by the Committee in establishing performance goals for such Performance Awards: # earnings per share; # increase in revenues; # increase in cash flow; # increase in cash flow return; # return on net assets, return on assets, return on investment, return on capital, or return on equity; # economic value added; # operating margin or contribution margin; # net income; net income per share; pretax earnings; pretax earnings before interest, depreciation and amortization and exploration expense; pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items; or operating income; # total stockholder return; (10) debt reduction; # finding and development costs; # production growth; or production growth per share; # cash flow; or cash flow per share; # reserve replacement; or reserves per share growth; and # any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of comparable companies.

Performance Criteria. Target TIPS minimum and maximum financial goals will be set annually by the Compensation Committee of the Board of Directors. The minimum financial goal would have performance of zero and in the event the Company’s Actual TIPS Performance is below the minimum financial goal for such Plan Year set by the Compensation Committee no bonus amount would be paid to Participants for such Plan Year. The maximum financial goal would have performance of two and any Actual TIPS Performance between the minimum and maximum financial goal would be adjusted on a pro rata basis.

Performance Criteria. If an Award is subject to this Section 9, then the payment or distribution thereof or lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be contingent upon achievement of one or more objective performance goals. Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m) of the Code and regulations thereunder including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” One or more of the following business criteria for the Company, on a consolidated basis, and/or for Related Entities, or for business or geographical units of the Company and/or a Related Entity (except with respect to the total shareholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for such Awards: # earnings per share; # revenues or margins; # cash flow; # operating margin; # return on net assets, investment, capital, or equity; # economic value added; # direct contribution; # net income; pretax earnings; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings after interest expense and before extraordinary or special items; operating income or income from operations; income before interest income or expense, unusual items and income taxes, local, state or federal and excluding budgeted and actual bonuses which might be paid under any ongoing bonus plans of the Company; # working capital; (10) management of fixed costs or variable costs; # identification or consummation of investment opportunities or completion of specified projects in accordance with corporate business plans, including strategic mergers, acquisitions or divestitures; # total shareholder return; # debt reduction; and/or # the Fair Market Value of a Share. Any of the above goals may be determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of companies that are comparable to the Company. Except as otherwise specified by the Committee at the time the goals are set, the Committee shall exclude the impact of: # restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, # an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, # a change in accounting standards required by generally accepted accounting principles, or # any other item or event specified by the Committee at the time the goals are set.

Performance Criteria. The Administrator shall establish the performance criteria and level of achievement versus these criteria which shall determine the target and the minimum and maximum amount payable under a Cash Award, which criteria may be based on financial performance and/or personal performance evaluations. The Administrator may specify the percentage of the target Cash Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything to the contrary herein, the performance criteria for any portion of a Cash Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code shall be a measure established by the Administrator based on one or more Qualifying Performance Criteria selected by the Administrator and specified in writing not later than 90 days after the commencement of the period of service to which the performance goals relates, provided that the outcome is substantially uncertain at that time (or in such other manner that complies with [Section 162(m)]).

Performance Criteria. The Administrator shall, prior to or at the time of grant, condition the grant, vesting or payment of, or lapse of restrictions on, an Award of Performance Shares or Performance Units upon # the attainment of Performance Goals during a Performance Period or # the attainment of Performance Goals and the continued service of the Participant. The length of the Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Administrator in the exercise of its absolute discretion. Performance Goals may include minimum, maximum and target levels of performance, with the size of the Award or payout of Performance Shares or Performance Units or the vesting or lapse of restrictions with respect thereto based on the level attained. An Award of Performance Shares or Performance Units shall be settled as and when the Award vests or at a later time specified in the Award Agreement or in accordance with an election of the Participant, if the Administrator so permits, that meets the requirements of Section 409A of the Code.

Performance Criteria. If the Committee determines that a Restricted Stock Award, a Performance Award or an Other Stock Unit Award is subject to this Article 10, the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels of one or any combination of the following: net sales; revenue growth; pre-tax income before allocation of corporate overhead and bonus; earnings per share; operating income, net income; division, group or corporate financial goals; return on stockholders’ equity; total stockholder return; return on assets; attainment of strategic and operational initiatives; appreciation in and/or maintenance of the price of the Shares or any other publicly-traded securities of the Company; market share; gross profits; earnings before taxes; earnings before interest and taxes; earnings before interest, taxes, depreciation, depletion and amortization; economic value-added models; comparisons with various stock market indices; reductions in costs; cash flow, cash flow per share; return on invested capital, cash flow return on investment; improvement in or attainment of expense levels or working capital levels; cash margins; safety records; and rig utilization and rig count growth. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to other companies. The Committee may also exclude the impact of an event or occurrence which the Committee determines should appropriately be excluded, including # restructurings, discontinued operations, infrequent and unusual items, and other unusual or non-recurring charges, # an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or # the cumulative effects of tax or accounting changes in accordance with generally accepted accounting principles. Such performance goals

Business Criteria. One or more of the following business criteria may be used by the Committee, without limitation, in establishing Performance Goals for Performance Awards granted to a Participant: # earnings per share; # revenue (including increased revenues); # profit measures (including gross profit, operating profit, economic profit, net profit before taxes and adjusted pre-tax profit); # cash flow measures (including cash flow return on capital, cash flow return on tangible capital, net cash flow, distributable cash flow and distributable cash flow per share and net cash flow before financing activities); # return measures (including return on equity, return on assets, return on capital, risk-adjusted return on capital, return on investors’ capital and return on average equity); # economic value added; # gross margin; # net income measures (including income after capital costs and income before or after taxes); # earnings; # pretax earnings; # earnings before interest, taxes, depreciation and amortization (“EBITDA”) or adjusted EBITDA; # earnings before taxes and depreciation (“EBTD”); # earnings before interest and taxes (“EBIT”); # pretax operating earnings after interest expense and before incentives, service fees and extraordinary or special items; # operating measures (including operating income, funds from operations, cash from operations, after-tax operating income, sales volumes, production volumes and production efficiency); # stock price measures (including growth measures and total shareholder return); # debt reduction; # price per share of Common Stock; # market share; # earnings per share or adjusted earnings per share (actual or growth in); # economic value added (or an equivalent metric); # market value added; # debt to equity ratio; # expense measures (including overhead cost and general and administrative expense); # changes in working capital; # margins; (AA) shareholder value; (BB) proceeds from dispositions; (CC) total market value; (DD) customer satisfaction or growth; and (EE) implementation, completion or attainment of measurable objectives with respect to the acquisition, development and/or productivity of assets. Any goals may be determined on the absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of comparable companies. The Committee may determine that certain items, events or occurrences, including unusual or nonrecurring items, changes in accounting standards or tax laws or other adjustments, shall be added to or excluded from the calculation of any of the business criteria.

The “Performance Criteria” are average annual Return on Invested Capital (“ROIC”) and relative Operating Income Growth (“OIG”). The definition and calculation of annual ROIC and relative OIG shall be determined in accordance with the Long Term Plan.