Determination of Payout Formula or Formulae. The Administrator will establish a Payout Formula or Formulae for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout Formula may # be based on a comparison of actual performance to the Performance Goals, # provide for the payment of a Participant’s Target Award if the Performance Goals for the Performance Period are achieved at the predetermined level and # provide for the payment of an Actual Award greater than or less than the Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Goals, subject to the limitations in [Section 3.7].

Determination of Payout Formula or Formulae. TheActual Awards. After the end of each Performance Period, the Administrator will establish a Payout Formula or Formulae for purposes of determiningdetermine the Actual Award (if any) payableextent to each Participant. Each Payout Formula may # be based on a comparison of actual performance to the Performance Goals, # provide for the payment of a Participant’s Target Award ifwhich the Performance Goals applicable to each Participant for the Performance Period arewere achieved ator exceeded. The Actual Award for each Participant will be determined by applying the predeterminedPayout Formula to the level andof actual performance that has been determined by the Administrator; provided that notwithstanding anything to the contrary in this Plan, the Administrator may # provide forreduce or eliminate the Actual Award that otherwise would be payable under the Payout Formula; # increase the Actual Award; or # determine whether or not any Participant will receive an Actual Award in the event that the Participant incurs a Termination of Employment before such Actual Award is to be paid pursuant to [Section 4.2]. If a Participant’s Actual Award is reduced or eliminated, no other Participant’s Actual Award shall be increased as a result. The Administrator has the absolute discretion to reduce or eliminate payment of an Actual Award greater thanif in the Administrator’s judgment corporate performance, financial condition, individual performance, general economic conditions, or less than the Participant’s Target Award, depending upon the extent to which actual performance exceedsother similar factors make such reduction or falls below the Performance Goals, subject to the limitations in [Section 3.7].elimination appropriate.

“Payout FormulaFormula” means, as to any Performance Period, the formula or Formulae. Thepayout matrix established by the Administrator will establish a Payout Formula or Formulae for purposes of determiningpursuant to [Section 3.5] in order to determine the Actual AwardAwards (if any) payable to each Participant. Each Payout Formulabe paid to Participants. The formula or matrix may # be based on a comparison of actual performance to the Performance Goals, # provide for the payment of a Participant’s Target Award if the Performance Goals for thediffer from Performance Period are achieved at the predetermined levelto Performance Period and # provide for the payment of an Actual Award greater than or less than the Participant’s Target Award, depending upon the extentfrom Participant to which actual performance exceeds or falls below the Performance Goals, subject to the limitations in [Section 3.7].Participant.