Performance Units or Performance Shares. The maximum aggregate Award of Performance Units or Performance Shares that a Participant may receive in any one Plan Year shall be five hundred thousand (500,000) Shares, or equal to the value of five hundred thousand (500,000) Shares determined as of the date of vesting or payout, as applicable, plus the amount of the Participant’s unused applicable Annual Award Limit for Performance Units or Performance Shares as of the close of the previous Plan Year.

Performance Units orShares and Performance Shares. The maximum aggregateUnits. An Award of Performance UnitsShares or Performance Units under the Plan shall entitle the Participant to future payments or Shares thator a Participant may receive in anycombination thereof based upon the level of achievement with respect to one Plan Year shall be five hundred thousand (500,000) Shares, or equal to the value of five hundred thousand (500,000)more pre-established performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares determined as of the date of vesting or payout, as applicable, plus the amount of the Participant’s unused applicable Annual Award Limit for Performance Units or Performance Sharesare earned shall not be less than one year nor more than five years as ofspecified by the close of the previous Plan Year.Committee.

Performance Units Awards. Each Performance Award granted under the Plan shall be evidenced by an Agreement that # provides for the payment of cash and/or Performance Shares. The maximum aggregate Awardissuance of Performance Units or Performance Shares thatto a Participant contingent upon the attainment of one or more specified Performance Goals, and # contains such other terms and conditions as may receive in any one Plan Yearbe determined by the Committee. For purposes of [Section 5.1(b)] hereof, a Performance Award shall be five hundred thousand (500,000) Shares, ordeemed to cover a number of Shares equal to the valuemaximum number of five hundred thousand (500,000) Shares determined asthat may be issued upon payment of the date of vesting or payout, as applicable, plus theAward. The maximum cash amount of the Participant’s unused applicable Annual Award Limit forpayable to any Employee pursuant to all Performance Units or Performance Shares as of the close of the previous Plan Year.Awards granted to an Employee during a fiscal year shall not exceed $250,000.