Grants. Performance Awards in the form of Performance Cash or Performance Share 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 Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in [Section 10.2].

Grants.Grants of Performance Awards. Performance Awards in the form of Performance Cash or Performance Share Units, as determined by the Committee in its sole discretion,cash 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 Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and mayshall be based upon the criteria set forth in [Section 10.2].Section 7.2 hereof.

Grants. A Performance Award may consist of either or both, as the Committee may determine, # “Performance Shares” or the right to receive Shares, Restricted Stock or cash of an equivalent value, or any combination thereof as the Committee may determine, or # “Performance Units,” or the right to receive a fixed dollar amount payable in cash, Shares, Restricted Stock or any combination thereof, as the Committee may determine. The Committee may grant Performance Awards in the form of Performance Cash or Performance Share Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants,any Participant for no consideration orcash consideration, for such minimum consideration as may be required by applicable law, either alonelaw or in addition tofor such other consideration as may be specified at the time of the grant. The terms and conditions of Performance Awards granted undershall be specified at the Plan. Thetime of the grant and may include provisions establishing the performance goalsperiod, the performance criteria to be achieved for eachduring a performance period, the criteria used to determine vesting (including the acceleration thereof), whether Performance PeriodAwards are forfeited or vest upon termination of employment or service during a performance period and the maximum or minimum settlement values. Each Performance Award shall have its own terms and conditions, which shall be conclusively determined byat the discretion of the Committee. If the Committee anddetermines, in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure or for other reasons that the Committee deems satisfactory, the Committee may be based uponmodify the criteria set forth in [Section 10.2].performance measures or objectives and/or the performance period.

Grants. Performance Awards in the formAward of Performance Cash 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 Share Units,Shares to Participants in such amounts and upon such terms 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 Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in [Section 10.2].determine.

Grants. Performance Awards in the formmay be denominated as a cash amount, number of Performance CashShares or Performance Share Units, as determineda combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee in its sole discretion, may be granted hereunderspecify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to Participants, for no considerationexercise the Award or forhave it settled, and the timing thereof, upon achievement or satisfaction of such minimum considerationperformance conditions as may be requiredspecified by applicable law, either alone orthe Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in additionestablishing any performance conditions. Subject to other Awards granted under the Plan. Theterms of the Plan, the performance goals to be achieved for eachduring any Performance PeriodPeriod, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be conclusively determined by the Committee and may be based uponCommittee. If the criteria set forth in [Section 10.2].Performance Award relates to Shares on which dividends are declared prior to vesting or satisfaction of the

Grants. Performance Awards in the formGrants of Performance Cash orUnits and Performance Share Units,Shares. Subject to the terms of the Plan, Performance Shares and Performance Units may be granted to eligible Employees at any time and from time to time, as determined by the Committee. The Committee shall have complete discretion in its sole discretion, may be granted hereunderdetermining the number of Performance Units and/or Performance Shares Awarded to Participants, for no consideration or foreach Participant and the terms and conditions of each such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in [Section 10.2].Award.

Grants.Performance Awards. The Committee is hereby authorized to grant Performance Awards into Eligible Persons subject to the formterms of the Plan and any applicable Award Agreement. A Performance Cash or Performance Share 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 AwardsAward granted under the Plan. ThePlan # may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other property and # shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved for eachduring any performance period, the length of any performance period, the amount of any Performance PeriodAward granted, the amount of any payment or transfer to be made pursuant to any Performance Award and any other terms and conditions of any Performance Award shall be conclusively determined by the Committee andCommittee. Performance Awards that are granted to Eligible Persons who may be “covered employees” under [Section 162(m)] and that are intended to be “qualified performance-based uponcompensation” within the criteria set forth inmeaning of [Section 10.2].162(m)], to the extent required by [Section 162(m)], shall be conditioned solely on the achievement of one or more objective Performance Goals established by the Committee within the time prescribed by [Section 162(m)], and shall otherwise comply with the requirements of [Section 162(m)], as described below.

Grants. PerformanceThe Committee may grant Awards in the form of Performance CashUnits, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of property other than shares of Common Stock, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or Performance Share Units,any combination thereof, upon the attainment of performance goals, as determinedestablished by the Committee, and other terms and conditions specified by the Committee. Notwithstanding the foregoing, the amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee shall determine 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 Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in [Section 10.2].discretion.

Grants. Performance Awards in the formShares and Performance Units. An Award of Performance CashShares or Performance Share 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 grantedUnits under the Plan. The performance goalsPlan shall entitle the Participant to be achieved for each Performance Period shall be conclusively determined by the Committee and may befuture payments or Shares or a combination thereof based upon the level of achievement with respect to one or more pre-established performance criteria set forth in [Section 10.2].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.

Grants. Performance Awards inAwards. Each Performance Award granted under the formPlan shall be evidenced by an Agreement that # provides for the payment of cash and/or issuance of Shares to a Participant contingent upon the attainment of one or more specified Performance Cash or Performance Share Units,Goals, and # contains such other terms and conditions as may be determined by the Committee in its sole discretion,Committee. For purposes of [Section 5.1(b)] hereof, a Performance Award shall be deemed to cover a number of Shares equal to the maximum number of Shares that may be granted hereunderissued upon payment of the Award. The maximum cash amount payable to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in additionany Employee pursuant to otherall Performance Awards granted under the Plan. The performance goals to be achieved for each Performance Periodan Employee during a fiscal year shall be conclusively determined by the Committee and may be based upon the criteria set forth in [Section 10.2].not exceed $250,000.