The Committee may, in its sole discretion, grant Cash-Based Awards to any Participant in such number or amount and upon such terms, and subject to such conditions, as the Committee shall determine at the time of grant and specify in an applicable Award Agreement. The Committee shall determine the maximum duration of the Cash-Based Award, the amount of cash which may be payable pursuant to the Cash-Based Award, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Committee shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Committee. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in Shares, as the Committee determines.

The Committee may, in its sole discretion, grant Cash-Based Awards to any Participant in such number or amount and upon such terms, and subject to such conditions, as the Committee shall determine at the time of grant and specify in an applicable Award Agreement. The Committee shall determine the maximum duration of the Cash-Based Award, the amount of cash which may be payable pursuant to the Cash-Based Award, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Committee shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formulaamount or payment rangesrange as determined by the Committee. Payment, if any, with respectCommittee, in its sole discretion. If the Committee exercises its discretion to aestablish performance goals, the value of Cash-Based AwardAwards that shall be made in accordance withpaid to the terms ofParticipant will depend on the Award and may be made in cash or in Shares, as the Committee determines.extent to which such performance goals are met.

The Committee may, in its sole discretion,Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to any ParticipantParticipants in such number or amountamounts and upon such terms, and subject to such conditions,terms as the Committee shall determine at the time of grant and specify in an applicable Award Agreement. The Committee shall determine the maximum duration of the Cash-Based Award, the amount of cash which may be payable pursuant to the Cash-Based Award, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Committee shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Committee. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in Shares, as the Committee determines.

TheSubject to the terms and conditions of the Plan, long-term Cash-Based Awards may be granted to Participants in such amounts and upon such other terms and conditions as shall be determined by the Committee may, in its sole discretion, grantdiscretion. Each such long-term Cash-Based Awards to any Participant inAward shall be evidenced by an Award Agreement that shall specify the following: (a) the payment amount or payment range, (b) the time of settlement, and (c) such number or amountother terms and upon such terms, and subject to such conditions,conditions as the Committee shall determine atand which are consistent with the time of grantterms and specify in an applicable Award Agreement. The Committee shall determine the maximum durationconditions of the Cash-Based Award, the amount of cashPlan, which may be payable pursuant to the Cash-Based Award, the conditions upon whichinclude performance objectives and that the Cash-Based Award shall become vested or payable,is a Performance-Based Award under [Article XII]. Notwithstanding the foregoing, except as provided under [Section 2.3] and such other provisions as[Article XIV] of the Committee shall determine. EachPlan, no Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Committee. Payment, if any, with respect to a Cash-Based Award shall be madevest, in accordance with the terms of the Award and may be made in cashfull or in Shares, aspart, prior to the Committee determines.one (1) year anniversary of its Grant Date.

The Committee may, in its sole discretion,may grant Cash-Based Awards not otherwise described by the terms of this Plan to anya Participant in such number or amount and upon such terms,amounts and subject to such terms and conditions, as the Committee shall determine at the time of grant and specifydetermine, in an applicable Award Agreement. The Committee shall determine the maximum duration of the Cash-Based Award, the amount of cash which may be payable pursuant to the Cash-Based Award, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Committee shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Committee. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in Shares, as the Committee determines.its sole discretion.

The Committee may, in its sole discretion, grantPayment of Cash-Based Awards to any Participant in such number or amount and upon such terms, and subject to such conditions, as the Committee shall determine at the time of grant and specify in an applicable Award Agreement. The Committee shall determine the maximum duration of the Cash-Other Stock-Based Award, the amount of cash which may be payable pursuant to the Cash-Based Award, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Committee shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Committee.Awards. Payment, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award and may be madeAward, in cash or in Shares,Shares as the Committee determines.

The Committee may, in its sole discretion,Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Compensation Committee, at any time and from time to time, may grant Cash-Based Awards to any ParticipantParticipants in such number or amountamounts and upon such terms, and subject to such conditions,terms as the Compensation Committee shall determine at the time of grant and specify in an applicable Award Agreement. The Committee shall determine the maximum duration of the Cash-Based Award, the amount of cash which may be payable pursuant to the Cash-Based Award, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Committee shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Committee. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in Shares, as the Committee determines.