Establishment of Performance Goals. Prior to, or shortly after the beginning of, each performance period, the Committee will approve # the participants for that performance period; # a target award opportunity for each participant, as well as threshold and maximum payout levels, which may be expressed as a percentage of the participant’s annual salary; # one or more specific performance goals that will apply for such performance period, which may vary among participants and from one performance period to another; and # a formula for determining the amounts that may become payable based on the level of achievement of the selected performance goals.

Determination of Performance Goals. The Administrator shall establish the Performance Goals for each Participant for the Performance Period, and the Administrator (or its designee) shall communicate the applicable Performance Goals to each Participant. The Performance Goals may differ from Participant to Participant and from award to award. In addition to such other objectives as may be established from time to time by the Administrator in its sole discretion, the following performance objectives may be used as the basis of a Performance Goal: earnings (before or after taxes); earnings per share; earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; return on equity or average stockholders’ equity; return on assets, investment or capital employed; operating income; gross margin; operating margin; net operating income; net operating income after tax; return on operating revenue; sales or revenue; expense or cost reduction; working capital; economic value added (or an equivalent metric); market share; cash flow or cash balance; operating cash flow; cash flow per share; share price; debt reduction; customer satisfaction; stockholders’ equity; employee survey results; development and launch of new products; individual or departmental performance goals; and other measures of performance selected by the Administrator from time to time.

•50% Performance Share Units (PSUs) based on specified corporate performance goals for the three-year period from 2024-2026,

The EIP is designed to provide an incentive component for [Section 16] officers. The EIP is driven by corporate goal achievement and is funded based on achievement of pre-established corporate performance target goals. Corporate performance measured against performance targets will determine incentive awards.

that such Awards be assumed or substituted in connection with such Corporate Event, in which case, the Awards shall be subject to the adjustment set forth in [subsection 5(d)] above, and to the extent such Awards are Performance Shares, Performance Units or other Awards that vest subject to the achievement of performance goals, such performance goals or similar performance criteria shall be appropriately adjusted to reflect the Corporate Event;

Separate “Performance Factors” will be established for each of the Corporate and Individual Performance Goals applicable to each Award for each Incentive Plan Year.

Timing for Establishing Performance Goals. No later than 90 days after the beginning of any performance period applicable to a [Section 162(m)] Award, or at such other date as may be required or permitted for “performance-based compensation” under section 162(m) of the Code, the Company shall establish # the Eligible Persons who will be granted [Section 162(m)] Awards, and # the objective formula used to calculate the amount of cash or Stock payable, if any, under such [Section 162(m)] Awards, based upon the level of achievement of a performance goal or goals with respect to one or more of the business criteria selected by the Committee from the list set forth in Section 8(b)(ii)(A).

Payout for Individual Performance Goals. The payout for the completion of individual performance goals is determined by the percentage of your goals that you complete satisfactorily in 2016. Just as for financial goals, the formula for payout on individual performance goals is —

Performance Period; Timing For Establishing Performance Goals. Achievement of performance goals in respect of such Performance Awards shall be measured over such periods of at least 12 months’ duration as may be specified by the Administrator. Performance goals shall be established on or before the dates that are required or permitted for “performance-based compensation” under Section 162(m) of the Code. The levels of performance required with respect to any performance goals may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. Performance goals may differ for Awards to different Participants. The Administrator shall specify the weighting (which may be the same or different for multiple performance goals) to be given to each performance goal for purposes of determining the final amount payable with respect to any such Performance Award. Any one or more of the performance goals or the business criteria on which they are based may apply to the Participant, a department, unit, division or function within the Company (except for total stockholder return or earnings per share criteria) or any one or more Subsidiaries, and may apply either alone or relative to the performance of other businesses or individuals (including industry or general market indices).

The Plan is designed to reward high performance at the corporate, team and individual level. Awards payable under The Plan will be determined through a combination of overall bonus pool funding, which will be based upon predefined corporate financial objectives, and achievement of specific team and individual/development goals.