Determination of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with its authority under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits granted in tandem.

Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant, which generally will be a percentage of a Participant’s average annual base salary for the Performance Period.

Determination of Awards. As soon as practicable after the end of each Performance Period, the Committee (or the Chief Executive Officer if so authorized by the Committee with respect to Participants who are not executive officers) will review the level of achievement of Performance Objectives for the Performance Period. While the achievement of Performance Objectives shall in all cases be taken under consideration by the Committee (or the Chief Executive Officer if so authorized by the Committee to determine Awards with respect to Participants who are not executive officers), the final Award for each Participant is within the sole discretion of the Committee (or the Chief Executive Officer if so authorized by the Committee with respect to Participants who are not executive officers), based on such factors as it or he shall deem relevant. The Committee (or the Chief Executive Officer, as the case may be) shall review and approve all Awards, based upon the assumption that the Participant will be an employee on the Scheduled Payment Date (defined below).

Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant, which generally will be a percentage of a Participant’s average annual base salary for the Performance Period.

Determination of Actual Awards. After the end of each Performance Period, the Committee shall determine the extent to which the Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded. The Actual Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been certified by the Committee. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may eliminate or reduce the Actual Award payable to any Participant below that which otherwise would be payable under the Payout Formula, including discretion that is exercised through the establishment of additional objective or subjective goals or pursuant to an adjustment in accordance with Section 2.13 for unforeseeable, nonrecurring or infrequently occurring events.

Determination of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with its authority under Section 3 and other terms of the Plan. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits granted in tandem.

Determination of Target Awards. Each Participant’s Target Award shall be determined by the Committee in its sole discretion and each Target Award shall be set forth in writing.

Determination of Individual Special Awards. The Compensation Committee, at the conclusion of each Performance Period, shall determine the amount of the Individual Special Awards, if any, to be paid to the Chairman and Chief Executive Officer and each other Executive Officer of the Company, and the Company shall approve the Individual Special Awards, if any, for all other Participants in recognition of their accomplishments under the criteria set forth in [Section 1.2(b)]. An Individual Special Award may not exceed one times base salary for the individual receiving the special award and, is in addition to a Participant’s Individual Incentive Actual Award.

Determination of Target Awards. On the Determination Date, the Committee, in its sole discretion, shall establish a Target Award for each Participant. Each Participant’s Target Award shall be determined by the Committee in its sole discretion, and each Target Award shall be set forth in the STI Terms and Conditions for the applicable Plan Year.

Determination of Actual Awards. After the end of each Plan Year, the Committee shall determine the extent to which the Performance Goals applicable to each Participant for the Plan Year, if any, were achieved or exceeded. The Actual Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance. Notwithstanding any contrary provision contained in the Plan or in any applicable STI Terms and Conditions, # the Committee, in its sole discretion, may increase, reduce or eliminate the Actual Award that would otherwise be payable under the Payout Formula for any or all Participants in any particular Plan Year, # if a Participant terminates employment with the Company and all of its subsidiaries and Affiliates on or prior to the applicable Service Date for the particular Plan Year, including by reason of Disability (but excluding by reason of death), such Participant shall not be entitled to the payout of an Actual Award for the Plan Year unless such payment is otherwise required by applicable federal, state or local law; provided, however, that the Committee, in its discretion, may # waive the requirement that a Participant be employed on the Service Date to receive payout of an Actual Award for the Plan Year and authorize payment to the Participant of all or a portion of the Actual Award for that Participant based on the Payout Formula applicable to the Participant and actual achievement of the Performance Goals for the Plan Year, if any, or # permit an Actual Award to be assumed by a former Affiliate in accordance with Section 5.4 below.