For the 2016 performance period, paid out in 2017, you will be guaranteed a minimum of $320,000 subject to your continued employment.

“Performance Grant Period” means the total period with respect to which a Performance Grant is awarded and if earned is not payable until after such period is completed, including any period of continued service required after the achievement of applicable performance goals for any Plan Year within the Performance Grant Period.

Subject to your continued employment through the end of the Performance Period, any Shares earned hereunder will be issued after the end of the Performance Period following the Committee’s certification of performance results, authorization of any Share issuance, and considerations of other appropriate factors as the Committee may determine.

the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of [[Mr. Roberts:Person]]' employment, payable as and when such Performance Bonus would have been paid had [[Mr. Roberts:Person]]' employment continued;

“Time-Based Award(s)” means any Eligible Equity Award that is subject to vesting solely based on continued service through a certain date. For avoidance of doubt, an Eligible Equity Award that is subject to vesting based on the achievement of one or more performance metrics as well as continued service will not constitute a “Time-Based Award” unless achievement of the performance metrics applicable to such Eligible Equity Award has been determined as of the Retirement Date.

Performance Targets. On or before the 90th day of each Performance Period, the Committee shall establish in writing one or more performance targets (“Performance Targets”) for the Performance Period. The Performance Targets shall in all instances be determined on the basis of one or more of the following performance criteria, either individually, alternatively or in any combination, and applied either to the Company as a whole or to a subsidiary, division, affiliate, business segment or unit thereof: # earnings before interest, taxes, depreciation and amortization, # cash flow, # earnings per share, # operating earnings, # return on equity, # return on investment, return on shareholders’ equity, return on capital employed, return on invested cash, # total shareholder return or internal total shareholder return, # net earnings, # sales or revenue, # expense targets, # targets with respect to the value of common stock, # margins, # pre-tax or after-tax net income, # market penetration, # geographic goals, # business expansion goals, # goals based on operational efficiency, or # such other business or other performance criteria determined appropriate by the Committee.

Specific Performance. It is acknowledged by both parties that damages will be an inadequate remedy to Employer in the event that Employee breaches or threatens to breach his commitments under Section 3 or under the Invention and Trade Secret Agreement. Therefore, it is agreed that Employer may institute and maintain an action or proceeding to compel the specific performance of the promises of Employee contained herein and therein. Such remedy shall, however, be cumulative, and not exclusive, to any other remedy, which Employer may have.

Performance Standards. Provider shall perform, and shall cause Provider’s Personnel to perform, all of its obligations under this Agreement: # in strict accordance with the terms of this Agreement and the applicable SOW, including all amendments, work orders and other related documents; and # in a professional, commercially diligent basis, in accordance with the generally accepted industry and professional standards, procedures and practices.

Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Services Agreement were not performed in accordance with their specific terms. Accordingly, subject to Section 9.13 it is hereby agreed that the Parties shall be entitled to # an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with Article VIII of the Separation Agreement, # provisional or temporary injunctive relief in accordance therewith in any New York Court, and # enforcement of any such award of an arbitral tribunal or a New York Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Performance Condition. Subject to the following sentence, the actual number of Shares subject to this Award that will vest will be determined based upon the achievement of Company Stock Price Target(s) during the Performance Period and the satisfaction of the applicable service-based vesting conditions, all in accordance with this Exhibit A. Except as set forth in [Section 4] of this Exhibit A, in no case can more than 3,100,000 Shares become Eligible Shares (as defined below) in any calendar year during the Initial Period (such limit, the “Share Limit”). For the avoidance of doubt, following the end of the Initial Period, no Share Limit shall apply.