Determination of Performance Pool. As soon as practical following the Valuation Date of a Performance Period, the Committee shall determine the size of the Performance Pool in accordance with the following steps: # determine the Relative Baseline and the Ending Value, # subtract the Relative Baseline from the Ending Value, # multiply the resulting amount by three percent (3%); provided that in no event shall the Performance Pool exceed an amount equal to the Dollar-Based Cap. If the Performance Pool is not a positive number, no amount shall be payable to any Participant with respect to such Performance Period. If the Performance Pool is a positive number, the Committee shall certify in writing the size of the Performance Pool.

Incentive Compensation Award Determination. The Committee shall make a written determination prior to payment of an Incentive Compensation Award as to the degree to which the applicable performance objective(s) has(have) been attained and the resulting Incentive Compensation Award payment amount. With respect to any such Committee determination, approved minutes of the meeting in which the determination is made shall be treated as written determination.

Determination of Option Rent. In the event Tenant timely and appropriately exercises an option to extend the Lease Term, Landlord shall notify Tenant of Landlord's determination of the Option Rent within thirty (30) days thereafter. If Tenant, on or before the date which is ten (10) days following the date upon which Tenant receives Landlord's determination of the Option Rent, in good faith objects to Landlord's determination of the Option Rent, then Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) days following Tenant's objection to the Option Rent (the "Outside Agreement Date"), then Tenant shall have the right to withdraw its exercise of the option by delivering written notice thereof to Landlord within five (5) days thereafter, in which event Tenant's right to extend the Lease pursuant to this Section 2.2 shall be of no further force or effect. If Tenant does not withdraw its exercise of the extension option, each party shall make a separate determination of the Option Rent, as the case may be, within ten (10) days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with [Sections 2.2.3.1 through 2.2.3.7], below. If Tenant fails to object to Landlord's determination of the

Determination of Covered Executives. The Compensation Committee will determine the employees of the Company who will be Covered Executives for each applicable Performance Period. In selecting Covered Executives, the Compensation Committee will choose individuals who are likely to have a significant impact on the performance of the Company. Participation in the Plan is in the sole discretion of the Compensation Committee, and on a Performance Period by Performance Period basis. Accordingly, an individual who is a Covered Employee for a given Performance Period in not guaranteed or assured of being selected for participation in any subsequent Performance Period or Periods.

Determination of Final Value. As soon as practicable following the completion of the Performance Period applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid upon its settlement.

Determination of Earned Bonus. Each Participant shall be credited with an Earned Bonus, if any, for a Plan Year according to the following:

Delay in Benefit Determination. If the Committee is unable to determine the benefits payable to a Participant or Beneficiary on or before the latest date prescribed for payment pursuant to Section 10.1 or 10.2, the benefits shall in any event be paid within 60 days after they can first be determined, with whatever makeup payments may be appropriate in view of the delay.

Determination of Business Performance. The performance of the Company and each Business Unit against the performance goals established for such Plan Year will be determined by the Company in good faith, subject to such adjustments as the Committee may approve in its discretion to recognize circumstances that it believes warrant special consideration. Subject to any such adjustments approved by the Committee, the Company’s determination of its performance and the performance of each Business Unit for purposes of this Plan will be final, conclusive, and binding on all persons interested in the Plan.

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 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.