Performance Measures and Performance Goals. For each Plan Year, objective measures of performance will be identified to determine whether a Bonus target is earned in whole or in part. Performance measures may be based on consolidated net income, pre-tax income, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (“EBITDA”), income from continuing operations, income before extraordinary items, income from continuing operations before extraordinary items, earnings per share, earnings per share growth, return on equity, return on invested capital, return on net assets, revenue, revenue growth, gross margin, operating margin, net margin, cash flow, free cash flow, operating cash flow, working capital, stock price, total shareholder return or other measure adopted by the Committee or its delegate. Other non‑financial measures may be used such as safety, product launch timeliness, customer satisfaction, customer service and efficiency, workforce measures such as productivity, diversity, or turnover. Performance criteria based on such performance measures may be expressed in either, or a combination of, absolute or relative values or rates of change. Performance goals (“Performance Goals”) based on such performance measures may be based either on the performance of the Company, a subsidiary or subsidiaries, affiliate, department, or business unit, or upon a comparison of such performance with the performance of a peer group of companies, prior performance periods or other measure selected or defined by the Committee.

A performance goal described in Section 11(a) shall be based on one or more of the following criteria: earnings, earnings growth, earnings per share, stock price (including growth measures and total shareholder return), improvement of financial ratings, internal rate of return, market share, cash flow, operating income, operating margin, net profit after tax, earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis, gross profit, operating profit, cash generation, revenues, asset quality, return on equity, return on assets, return on operating assets, cost saving levels, efficiency ratio, net income, marketing-spending efficiency, core non-interest income, change in working capital, return on capital, book value or tangible book value, or shareholder return. The performance goals may be described in terms of objectives that are related to the individual Grantee or objectives that are Company-wide or related to a Subsidiary, division, department, region, branch, function or business unit and may, but need not be, measured on an absolute or cumulative basis or on the basis of percentage of improvement over time, measured in terms of Company performance (or performance of the applicable Subsidiary, division, department, region, branch, function or business unit) or measured relative to selected peer companies or a market index. Any performance goals that are financial metrics, may be determined in accordance with Generally Accepted Accounting Principles (“GAAP”), or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP. For any Award not intended to meet the requirements of Code Section 162(m), the Committee may establish performance goals based on any other performance criteria it deems appropriate. These performance goals are subject to approval by shareholders at the Company’s 2016 annual meeting, and once approved, should be submitted for re-approval by the Company’s shareholders no later than the 2021 annual shareholder meeting, and thereafter, once every five years.

Performance Measures. "Performance Measures" means one or a combination of two or more of the following performance-based metrics, as approved by the Committee; provided, however, that different Performance Measures may be approved for different Participants during the same Performance Period: revenues; sales; comparable sales; earnings before one or more of interest, taxes, depreciation and amortization; net earnings; earnings per share; profitability as measured by return ratios (including, but not limited to, return on assets, return on equity, return on invested capital and return on revenue); cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on investment); margins (including, but not limited to, one or more of gross, operating and net earnings margins); cost and expense management; economic value added or similar value added measurements; and total shareholder return. In addition, for any Bonus to a Participant that is not intended to constitute Performance-Based Compensation, Performance Measures may include, alone or in combination with the foregoing Performance Measures, any other measure of performance as determined by the Committee.