Establishment of Performance Goals. Prior to, or shortly after the beginning of, each performance period, the Committee will approve # the participants for that performance period; # a target award opportunity for each participant, as well as threshold and maximum payout levels, which may be expressed as a percentage of the participant’s annual salary; # one or more specific performance goals that will apply for such performance period, which may vary among participants and from one performance period to another; and # a formula for determining the amounts that may become payable based on the level of achievement of the selected performance goals.

Establishing Performance Goals; Other Terms and Conditions. The Committee may establish for each Performance Period one or more performance goals for each Participant or for any group of Participants (or both). The Committee may provide for a threshold level of performance below which no amount of compensation will be paid and a maximum level of performance above which no additional amount of compensation will be paid, and it may provide for the payment of differing amounts of compensation for different levels of performance, as well as minimum required payments. Without limiting the Committee’s discretion hereunder, performance goals # may be established # on a Company-wide basis, # with respect to one or more business units, divisions, Subsidiaries or products, # based on individual performance or other individual measures or # any combination thereof, and # may be expressed in absolute terms or relative to other metrics including internal targets or budgets, past performance of the Company, the performance of one or more similarly situated companies, performance of an index, outstanding equity or other external measures. The payment of any compensation under the Plan, and the establishment of performance goals, as applicable, shall be subject to such other rules and conditions as the Committee may establish.