Incentive awards, when payable, shall be paid as near to the close of the company’s fiscal year as may be feasible. In furtherance of the preceding sentence, any incentive awards under the Plan will be paid no later than the date allowable to insure tax deductibility in the year of accrual, which in the case of the United States is March 15, 2018. Participants in the Plan must be employed at the time of award distribution in order to receive bonus payments, except as provided in [Section 5.0].

Incentive Award. If the participant's employment ceases on account of:

Distribution of Award. Upon the Distribution Date, a number of Shares attributable to Your Vested Award shall be distributed to You as elected under Section VI of the Plan, free and clear of any restrictions (other than restrictions arising by operation of law and the Company’s Insider Trading Practice). However, with respect to a Vested Award under Section 2(c) of this Agreement, distribution of the Shares shall be made to Your legal representative within 30 days following Your date of death.

Annual Incentive Award. “Annual Incentive Award” shall mean the annual incentive compensation (including for this purpose any long term performance share awards, restricted stock, stock options or any other equity based award) paid or payable or granted during the applicable fiscal year or any award to the extent specified by the Committee in the relevant award agreement or any other equity based awards in each case paid or payable or granted in lieu of annual non-equity incentive compensation for that fiscal year; provided further that, # the grant date fair value of any equity based award granted as annual incentive compensation shall be included in the computation of the annual incentive amounts paid or granted in any applicable fiscal year based upon the grant date fair value of such award for accounting purposes and # any dividend equivalents paid or payable with respect to such an equity based award shall not be considered annual incentive compensation.

Incentive Compensation Award. “Incentive Compensation Award” shall have the meaning set forth in the LTIP.

Target awards are expressed as a percentage of earned salary for the plan year. For purposes of this Plan, earned salary means all base compensation for the participant for the year in question, which base compensation shall include all base compensation amounts deferred into the Company’s retirement savings plan, the Company’s Non-Qualified Deferred Compensation Plan, and/or any similar successor plans for the fiscal year and excludes any bonus or other benefits, other than base compensation, for the plan year. By design, these are the award levels that plan participants are eligible to earn when they and their applicable business units perform as expected (i.e., achieve their goals and objectives). Incentive target awards are determined by job level and vary by region.

Under this incentive plan the maximum award for employees below job level 80 is 200% of the target award. The maximum award for employees in a job level 80 or above is 300% of the target award.

Determination of Annual Incentive Award. The Annual Incentive Award for each Participant shall be determined by the Committee pursuant to Section 5.1. in its sole discretion based on the attainment of the Performance Measure(s) or such other factors as the Committee determines in its sole discretion.

Payment of Annual Incentive Award. Annual Incentive Awards shall be paid or settled on or prior to March 15 of the calendar year after the fiscal year ends, except as otherwise determined by the Committee, but in no event later than the last day of the calendar year following the calendar year in which the applicable fiscal year ends. Payment of Annual Incentive Awards shall be subject to the Participant remaining employed until the date of payment, except as otherwise determined by the Committee in its sole discretion.

At the end of the fiscal year, the overall Company and each Business Area or Commercial Area’s actual performance for each financial component of the formula portion of the bonus awards will be calculated (based on the Company’s and each Business Area or Commercial Area’s performance as of year-end) and approved by the Chief Financial Officer, ("CFO"). The net revenue and operating margin for the Business Area or Commercial Area metrics must individually achieve a minimum performance of 80% against target to qualify for that component payout. If one net revenue metric achieves 80% or higher, and the corresponding operating margin metric does not, the component payout will be 0%. An acceleration/deceleration scale will then be applied to each individual metric as follows to develop the payout for each metric.