Procedures. With respect to any Award granted subject to Performance Goals, at the time determined by the Administrator in its sole discretion provided that achievement of the Performance Goals is substantially uncertain to be attained (as determined in the sole discretion of the Administrator), the Administrator will, in writing, # designate one or more Participants to whom an Award will be made, # select the Performance Goals applicable to the Performance Period, # establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period, and # specify the relationship between Performance Goals and the amounts of such Awards, as applicable, to be earned by each Participant for such Performance Period. Following the completion of each Performance Period, the Administrator will certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amounts earned by a Participant, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A Participant will be eligible to receive payment pursuant to an Award subject to Performance Goals for a Performance Period only to the extent the Performance Goals for such period are achieved, unless otherwise determined by the Administrator in its sole discretion.

Procedures. To the extent necessary to comply with the performance-based compensation provisions of Code [Section 162(m)], with respect to any Award granted subject to Performance Goals, within the first twenty-five percent (25%) of the Performance Period, but in no event more than ninety (90) days following the commencement of any Performance Period (or such other time as may be required or permitted by Code [Section 162(m)]), the Administrator will, in writing, # designate one or more Participants to whom an Award will be made, # select the Performance Goals applicable to the Performance Period, # establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period, and # specify the relationship between Performance Goals and the amounts of such Awards, as applicable, to be earned by each Participant for such Performance Period. Following the completion of each Performance Period, the Administrator will certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amounts earned by a Participant, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A Participant will be eligible to receive payment pursuant to an Award for a Performance Period only if the Performance Goals for such period are achieved.

Procedures. To the extent necessary to comply with the performance-based compensation provisions of Code [Section 162(m)], with respect to any Award granted subject to Performance Goals, within the first twenty-five percent (25%) of the Performance Period, but in no event more than ninety (90) days following the commencement of any Performance Period (or such other time as may be required or permitted by Code [Section 162(m)]), the Administrator will, in writing, # designate one or more Participants to whom an Award will be made, # select the Performance Goals applicable to the Performance Period, # establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period, and # specify the relationship between Performance Goals and the amounts of such Awards, as applicable, to be earned by each Participant for such Performance Period. Following the completion of each Performance Period, the Administrator will certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amounts earned by a Participant, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A Participant will be eligible to receive payment pursuant to an Award for a Performance Period only if the Performance Goals for such period are achieved.

“Performance Goals” means the goal(s) (or combined goal(s)) determined by the Administrator, in its discretion, to be applicable to a Participant for a Performance Period. As determined by the Administrator (in its discretion), the Performance Goals applicable to each Participant shall provide for a targeted level or levels of achievement of the measures selected by the Administrator (in its discretion), which may include, without limitation, one or more of the following measures: # cash flow (including operating cash flow or free cash flow), # revenue (on an absolute basis or adjusted for currency effects), # gross margin, # operating expenses or operating expenses as a percentage of revenue, # earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings), # earnings per share, # stock price, # return on equity, # total stockholder return, # growth in stockholder value relative to the moving average of the S&P 500 Index or another index, # return on capital, # return on assets or net assets, # return on investment, # economic value added, # operating profit or net operating profit, # operating income, # operating margin, # market share, # contract awards or backlog, # overhead or other expense reduction, # credit rating, # objective customer indicators, # new product invention or innovation, # attainment of research and development milestones, # improvements in productivity, # attainment of objective operating goals, # contingent or non-contingent orders; and # growth rates in any of the performance criteria listed in [sections (i) through (xxvii)] herein. Any Performance Goal used may be measured # in absolute terms, # in combination with another Performance Goal or Goals (for example, but not by way of limitation, as a ratio or matrix), # in relative terms (including, but not limited to, as compared to results for other periods of time, against other objective metrics, and/or against another company, companies or an index or indices), # with respect to equity, assets or human resources of the Company, (including, for example, on a per-share or per-capita basis), # against the performance of the Company as a whole or a specific business unit(s) (including acquired business units), business segment(s) or product(s) of the Company, # on a pre-tax or after-tax basis, # in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or non-GAAP basis, and/or # in accordance with accounting principles established by the International Accounting Standards Board (“IASB Principles”) or non IASB Principles. For example, but not by way of limitation, the Administrator could determine that bonuses will be earned for a Performance Period for the achievement of goals for Earnings calculated before interest, taxes, depreciation and amortization (in other words, EBITDA). The Administrator, in its discretion, will determine whether any significant element(s) or item(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participants (for example, but not by way of limitation, the effect of mergers, acquisitions and/or dispositions). The Performance Goals may differ from Participant to Participant and from Award to Award. Failure to meet the Performance Goals will result in a failure to earn the Target Award, except as provided in [clause (i) of Section 8(a)]. The Administrator also may determine that a Target Award (or portion thereof) will not have a Performance Goal associated with it but instead will be granted (if at all) in the sole discretion of the Administrator.