"Performance Period" means a period of time established by the Committee, in its sole discretion, within which the Management Objectives relating to an Incentive Bonus are to be achieved. The Committee may establish different Performance Periods for different Eligible Executives, and the Committee may establish concurrent or overlapping Performance Periods.

"Management Objectives" means the achievement of a short-term or long-term performance objective or objectives established pursuant to this Plan for Eligible Executives. Management Objectives may be described in terms of Corporation-wide objectives or objectives that are related to the performance of the individual Eligible Executive or of the Subsidiary, division, department or function within the Corporation or Subsidiary in which the Eligible Executive is employed. The Management Objectives shall be limited to specified levels of, growth in, or relative peer company performance in one or more of the following:

the annual establishment of Company objectives and the maintenance of a dividend level which are deemed by the Company's Management Development and Compensation Committee (the “Compensation Committee”) of the Board of Directors (the "Board") to be in the best short- and long-range interests of the Company, and

I am pleased to inform you of the details of your 20​ compensation as recently approved by the Compensation Committee of the Board of Directors. In determining individual Officer compensation, senior management and the Compensation Committee incorporated the following objectives with a review of market benchmarks for each Officer’s position:

Committee Certification. As soon as reasonably practicable after the end of each Performance Period, the Committee shall determine whether each Management Objective has been achieved and the amount of any Incentive Bonus to be paid to each Eligible Executive for such Performance Period and shall certify such determinations in writing.

Beneficial Ownership Certification. [[Organization C:Organization]] shall at all times either # ensure that the [[Organization C:Organization]] has delivered to [[Organization B:Organization]] a Beneficial Ownership Certification, if applicable, and that the information contained therein is true and correct in all respects or # deliver to [[Organization B:Organization]] an updated Beneficial Ownership Certification within one (1) Business Day following the date on which the information contained in any previously delivered Beneficial Ownership Certification ceases to be true and correct in all respects. To the extent [[Organization C:Organization]] believes that it is excluded from the requirements of the Beneficial Ownership Regulation, [[Organization C:Organization]] shall certify as such and provide the specific exclusion relied on.

The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

Certification and Payment. As soon as practicable following the completion of the audit of the Company’s consolidated financial statements for the final fiscal year of the Performance Period, the Company shall calculate the TSR Payout Factor, the CFROI Payout Factor and the corresponding numbers of Performance Shares issuable to Recipient. This calculation shall be submitted to the Committee. No later than the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the levels of TSR and TSR Percentile Rank attained by the Company for each fiscal period of the Performance Period, the levels of CFROI attained by the Company for each fiscal period of the Performance Period, the Tax Impacts applied in calculating CFROI in each fiscal period and the number of Performance Shares issuable to Recipient based on the Company’s performance. Subject to applicable tax withholding, the number of Performance Shares so certified shall be issued to Recipient as soon as practicable following the Vesting Date, but no Performance Shares shall be issued prior to certification. No fractional shares shall be issued and the number of Performance Shares deliverable shall be rounded to the nearest whole share. In the event of the death or disability of Recipient as described in Section 3.3 or a Company Sale as described in Section 5, each of which requires an award payout earlier than the Vesting Date, a similar calculation and certification process shall be followed within the time frames required by those sections.

Beneficial Ownership Certification. If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered to the Administrative Agent a Beneficial Ownership Certification in relation to the Borrower, to the extent reasonably requested by any Lender in writing at least ten (10) Business Days in advance of the Closing Date.

Incorporation of Plan. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan, the Statement of Management Objectives, and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his or her legal representative in respect of any questions arising under the Plan, the Statement of Management Objectives, or this Agreement. In the event of any conflict between the provisions of this Agreement or the Statement of Management Objectives and those of the Plan, the provisions of the Plan shall control.