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.

Establishment ofEstablishing Performance Goals. Prior to, or shortly after the beginning of, each performance period, theGoals; Other Terms and Conditions. The Committee will approve # the participants for that performance period; # a target award opportunitymay establish for each participant,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 thresholdminimum 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 maximum payout levels, which# may be expressed as a percentagein absolute terms or relative to other metrics including internal targets or budgets, past performance of the participant’s annual salary; #Company, the performance of one or more specificsimilarly situated companies, performance goals that will apply forof 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 performance period, whichother rules and conditions as the Committee 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.establish.