SECTION # PERFORMANCE AWARDS: Subject to the terms and conditions of the Plan, the Committee may grant Performance Awards to Participants on such terms and conditions as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: performance period; vesting schedule; Performance Measures(s); purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Performance Shares or Performance Units (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.

SECTION # PERFORMANCEOTHER STOCK AWARDS: Subject to the terms and conditions of the Plan, the Committee may grant PerformanceOther Stock Awards to Participants on such terms and conditions as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: performance period;period, if any; vesting schedule;schedule, if any; Performance Measures(Measure(s);, if any; purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Performance Sharesunvested or Performance Unitsunearned Other Stock Awards (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.

Award of Performance Units/Performance Shares. Subject to the terms and conditionsprovisions of thethis Plan, the CommitteeCommittee, at any time and from time to time, may grantaward Performance AwardsUnits and/or Performance Shares to Participants onin such termsamounts and conditionsupon such terms as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: performance period; vesting schedule; Performance Measures(s); purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Performance Shares or Performance Units (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.shall determine.

Performance Awards may be denominated as a cash amount, number of Shares or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms and conditions of the Plan, the Committee may grantperformance goals to be achieved during any Performance AwardsPeriod, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to Participantsbe made pursuant to any Performance Award shall be determined by the Committee. If the Performance Award relates to Shares on such terms and conditions as the Committee may provide for in an Award Agreementwhich dividends are declared prior to vesting or by actionsatisfaction of the Committee, including, but not limited to: performance period; vesting schedule; Performance Measures(s); purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Performance Shares or Performance Units (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.

SECTION # PERFORMANCE AWARDS: SubjectPerformance Awards. The Committee is authorized to the terms and conditions of the Plan, the Committee may grant Performance Awards to Participants on suchwith the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: performance period; vesting schedule; Performance Measures(s); purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Performance Shares or Performance Units (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.shall determine:

Performance-Based Awards. The Committee, at any time, and from time to the terms and conditions of the Plan, the Committeetime, may grant PerformancePerformance-Based Awards to Participants ona Participant in such termsamounts and conditionsupon such terms as the Committee may provide forshall determine. Each grant of a Performance-Based Award shall have an initial value or target number of shares of Common Stock that is established by the Committee. The Committee shall establish # performance goals in anits discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares subject to a Performance-Based Award Agreement or by action of the Committee, including, but not limited to: performance period; vesting schedule; Performance Measures(s); purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Performance Shares or Performance Units (but onlywill be paid out to the extentParticipant, and # the Award itself provides for dividends or other distributions thereon) willPerformance Period, which shall mean the period of time during which the performance goals must be deferred until and paid contingent uponachieved in order to determine the earning ordegree of payout after vesting of the underlyingwith respect to any such Performance-Based Award.

Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Performance Award granted under the Plan # PERFORMANCE AWARDS:may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other property and # shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more performance goals during such performance periods as the Committee shall establish. Subject to the terms and conditions of the Plan, the Committee may grantperformance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance AwardsAward granted, the amount of any payment or transfer to Participants on such termsbe made pursuant to any Performance Award and conditions as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: performance period; vesting schedule; Performance Measures(s); purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; andany other terms and conditions of any Performance Award shall be determined by the Committee. Performance Awards that are granted to Eligible Persons who may be “covered employees” under [Section 162(m)] and that are intended to be “qualified performance-based compensation” within the Committee may deem appropriate. Any dividends or other distributions on Performance Shares or Performance Units (but onlymeaning of [Section 162(m)], to the extent required by [Section 162(m)], shall be conditioned solely on the Award itself provides for dividendsachievement of one or other distributions thereon) will be deferred untilmore objective Performance Goals established by the Committee within the time prescribed by [Section 162(m)], and paid contingent uponshall otherwise comply with the earning or vestingrequirements of the underlying Award.[Section 162(m)], as described below.