Determination of Award Amounts. Following the completion of a performance period, the Committee will review actual performance as measured against the pre-established performance goals for that period. If threshold performance goals that were established by the Committee are not achieved, no awards will be paid under the Plan. In the event that the performance goals have been met or exceeded, the Committee will approve # the extent to which the performance goals applicable to a participant have been achieved, making any adjustments that the Committee deems appropriate; and # the resulting amount of each individual participant’s award. The actual award paid to a given participant may be higher or lower than his or her target award; however, no award paid to a single participant may exceed $3 million for twelve-month performance period (or a pro rata dollar amount for any performance period that is not twelve months).

Determination of Individual Awards. Subject to achievement of any applicable minimum threshold objectives established under Section 7, fulfillment of the conditions set forth in Section 13, and compliance with the eligibility requirements set forth in Section 5(b), the Committee shall, as soon as practicable following, but not later than the December 31st immediately following, the end of a Performance Period, determine the amount of each Award to be made to a Participant under the Plan for the Performance Period, which amount shall, except as otherwise provided below, be the Business Performance Factor multiplied by the Target Award determined for such Participant for such Period pursuant to Section 9. The Committee may, in its sole discretion, reduce the amount of any Award that otherwise would be awarded to any Participant for any Performance Period. In addition, the Committee may, in its sole discretion, increase the amount of any Award that otherwise would be awarded to any Participant for a Performance Period to an amount that is higher than the applicable Business Performance Factor multiplied by the Target Award based on exceptional individual, unit, division, group or Company performance. A Participant’s final Award may be adjusted up or down by their management to reflect their individual performance, except that any matters affecting Section 16 Persons or Executive Participants shall remain with the Committee. Individual Award amounts may be less than (including $0) or greater than 100% of the related Target Award. Notwithstanding anything contained in the Plan to the contrary, the Committee may determine in its sole discretion not to make an Award to a particular Participant or to all Participants selected to participate in the Plan for any Performance Period.