Performance Shares and Performance Units. An Award of Performance Shares or Performance Units under the Plan shall entitle the Participant to future payments or Shares or a combination thereof based upon the level of achievement with respect to one or more pre-established performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earned shall not be less than one year nor more than five years as specified by the Committee.

Performance Shares and Performance Units. An Award of Performance Shares Units/Performance Shares. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may award Performance Units and/or Performance Units underShares to Participants in such amounts and upon such terms as the PlanCommittee shall entitle the Participant to future payments or Shares or a combination thereof based upon the level of achievement with respect to one or more pre-established performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earned shall not be less than one year nor more than five years as specified by the Committee.determine.

Earning of Performance Units/Performance Shares. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and Performance Units. An Awardnumber of Performance Units/Performance Shares or Performance Units under the Plan shall entitleearned by the Participant over the Performance Period, to future payments or Shares orbe determined as a combination thereof based uponfunction of the level of achievement with respectextent to one or more pre-establishedwhich the corresponding performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earned shall not be less than one year nor more than five years as specified by the Committee.goals have been achieved.

Earning of Performance Units/ Performance Shares. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/ Performance Shares shall be entitled to receive payout on the value and Performance Units. An Awardnumber of Performance Units/ Performance Shares or Performance Units under the Plan shall entitleearned by the Participant over the Performance Period, to future payments or Shares orbe determined as a combination thereof based uponfunction of the level of achievement with respectextent to one or more pre-establishedwhich the corresponding performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earned shall not be less than one year nor more than five years as specified by the Committee. goals have been achieved.

EARNING OF PERFORMANCE UNITS/SHARES. Subject to the terms of this Plan, after the applicable Performance Shares and Performance Units. An AwardPeriod has ended, the holder of Performance Units/Shares orshall be entitled to receive payout on the number and value of Performance Units under the Plan shall entitleUnits/Shares earned by the Participant over the Performance Period, to future payments or Shares orbe determined as a combination thereof based uponfunction of the level of achievement with respectextent to one or more pre-establishedwhich the corresponding performance criteriagoals have been achieved, as established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earned shall not be less than one year nor more than five years as specified by the Committee.

Payment of Performance Units and Performance Shares. Subject to the terms of the Plan, after the applicable Performance Period has ended, the holder of Performance Units or Performance Shares shall be entitled to receive a payment based on the number and Performance Units. An Awardvalue of Performance SharesUnits or Performance Units under the Plan shall entitle the Participant to future payments or Shares or a combination thereof based upon the level of achievement with respect to one or more pre-established performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earned shall not be less than one year nor more than five years as specified by the Committee. Grantee over the Performance Period, determined as a function of the extent to which the corresponding performance goals have been achieved.

Grants of Performance Units and Performance Shares. Subject to the terms of the Plan, Performance Shares and Performance Units. An Award of Performance Shares or Performance Units under the Plan shall entitle the Participantmay be granted to future payments or Shares or a combination thereof based upon the level of achievement with respecteligible Employees at any time and from time to one or more pre-established performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earned shall not be less than one year nor more than five yearstime, as specifieddetermined by the Committee. The Committee shall have complete discretion in determining the number of Performance Units and/or Performance Shares Awarded to each Participant and the terms and conditions of each such Award.

Earning of Performance Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units or Performance Shares and Performance Units. An Awardshall be entitled to receive a payout of the number of Performance SharesUnits or Performance Units under the Plan shall entitleShares earned by the Participant over the Performance Period, to future paymentsbe determined as a function of the extent to which the corresponding Performance Goals or Shares or a combination thereof based uponperformance objectives have been achieved. After the level of achievement with respect to one or more pre-established performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earned shall not be less than one year nor more than five years as specified by the Committee.

Form and Timing of Payment of Performance Units/Performance Shares. Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units. An Award of Units/Performance Shares in the form of cash or Performance Units under the Plan shall entitle the Participant to future payments orin Shares or(or in a combination thereof based uponthereof) equal to the levelvalue of achievementthe earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to one or more pre-established performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earnedthe form of payout of such Awards shall not be less than one year nor more than five years as specified byset forth in the Committee.Award Agreement pertaining to the grant of the Award.

Grants. Performance Shares and Performance Units. An AwardAwards in the form of Performance SharesCash or Performance UnitsShare Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the PlanPlan. The performance goals to be achieved for each Performance Period shall entitlebe conclusively determined by the Participant to future payments or Shares or a combination thereofCommittee and may be based upon the level of achievement with respect to one or more pre-established performance criteria established for one or more Performance Periods. The Performance Period over which Performance Shares or Performance Units are earned shall not be less than one year nor more than five years as specified by the Committee. set forth in [Section 10.2].