Terms and Conditions of Awards. For each Participant, the Board will determine the timing of awards; the number of units awarded; the value of units, which may be stated either in cash or in shares of Stock; the performance measures used for determining whether the Performance Units are earned; the performance period during which the performance measures will apply; the relationship between the level of achievement of the performance measures and the degree to which Performance Units are earned; whether, during or after the performance period, any revision to the performance measures or performance period should be made to reflect significant events or changes that occur during the performance period; and the number of earned Performance Units that will be paid in cash and/or shares of Stock, as shall be prescribed by the Board in its sole discretion and as shall be contained in the Participant’s Option Grant Certificate.

The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded and Conditions of Awards. For each Participant, the Board will determine the timing of awards; the number of units awarded;Performance Units and the valueterms and conditions of units,each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of property other than shares of Common Stock, which value may be stated either in cash or inpaid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, shares of Stock;Common Stock, other property, or any combination thereof, upon the attainment of performance measures used for determining whethergoals, as established by the Committee, and other terms and conditions specified by the Committee. Notwithstanding the foregoing, the amount to be paid under an Award of Performance Units are earned;may be adjusted on the performance period during whichbasis of such further consideration as the performance measures will apply; the relationship between the level of achievement of the performance measures and the degree to which Performance Units are earned; whether, during or after the performance period, any revision to the performance measures or performance period should be made to reflect significant events or changes that occur during the performance period; and the number of earned Performance Units that will be paid in cash and/or shares of Stock, asCommittee shall be prescribed by the Boarddetermine in its sole discretion and as shall be contained in the Participant’s Option Grant Certificate.discretion.