Performance Award. Performance Award means the incentive compensation awarded and payable to an Eligible Employee pursuant to Section 3.1 for a Performance Period.

Performance Award. An Award for which exercise, full enjoyment or receipt thereof by the Participant is contingent on satisfaction or achievement of a performance objective. The terms and conditions of each Performance Award, including the performance objective and performance period, shall be set forth in the applicable Award Agreement with the Participant or in a subplan of the Plan which is incorporated by reference into the Award Agreement

The Executive is hereby awarded Performance Units with a value of $ per unit at the payment date. The Executive shall earn a percentage of the Performance Unit award upon achievement of a Performance Goal based on the Return on Invested Capital (“ROIC”) as a percentage of the cost of capital during the period January 1, through December 31, . ROIC is calculated by taking net income before after-tax cost of interest divided by total capital. The Performance Goal is calculated as follows:

Performance Award Employee will be eligible for the full 2017 Performance Award, conditioned on the actual 2017 Performance Award Program result and subject to the terms and conditions of the 2017 Performance Award Program

Subject to an Eligible Employee’s election in accordance with [Section 3.3] to defer the payment of a Performance Award, an Eligible Employee’s Performance Award shall be paid by the Company to the Eligible Employee in cash, less applicable payroll and withholding taxes, within thirty (30) days after the later of # the completion of the independent audit of the Company’s financial statements for the Performance Period or # the date the Committee certifies in writing the amount of Performance Awards payable under [Section 3.1]. In no event, however, shall payment of a Performance Award be made later than two and one-half (2 1⁄2) months after the end of the Performance Period for the Performance Award.

Cash Performance Award. Subject to your continuous employment with [[Organization A:Organization]] through June 30, 2021 (or earlier in certain instances as provided for in [Schedule D] to this Agreement), and during the periods specified herein, if the [[Organization B:Organization]] achieves at least the threshold level of cumulative adjusted operating income (“COI”) for the relevant performance period as provided for in [Schedule D] to this Agreement, you shall be eligible to receive a lump sum cash payment (the “Cash Performance Award”). The amount of the Cash Performance Award to be awarded to you and the timing of such award shall be determined pursuant to the schedule set forth on [Schedule D] to this Agreement, a copy of which is attached hereto and incorporated herein by reference.

Performance Award Criteria. Subparagraph # of [Section 12(c)] of the Plan is hereby amended to read as follows:

Performance Share Award. “Performance Share Award” means a performance share award issued under the Company’s Long-Term Incentive Plan of 1999 or the Company’s Long-Term Incentive Plan of 2004.

Award of Performance 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 Shares to Participants in such amounts and upon such terms as the Committee shall determine.

Terms of Performance Award. The Performance Award entitles you, subject to Section 4 and the other terms and conditions of this Agreement, to receive # a cash payment equal to one-third of eighty percent of the Target Amount (the “Threshold Amount”) on each Vesting Date (each, an “Annual Payment”) and # an additional cash amount, payable on the Third Vesting Date equal to # the excess, if any, of the percentage of the Target Amount indicated below corresponding to the actual achievement of the performance goals set forth below (the “Performance Goals”) during the Performance Period over # the sum of the Annual Payments. The additional amount payable shall be interpolated for performance between the specified levels and the sum of the Annual Payments shall not be less than eighty percent of the Target Amount. The Performance Goals and corresponding percentages of the Target Amount are the following: