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Performance Awards. Each Performance Award granted under the Plan 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 Goals, and # contains such other terms and conditions as may be determined by the 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 issued upon payment of the Award. The maximum cash amount payable to any Employee pursuant to all Performance Awards granted to an Employee during a fiscal year shall not exceed .

Performance Awards. EachThe Committee is hereby authorized to grant Performance Awards to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Performance Award granted under the Plan # 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 be evidenced by an Agreement that # provides forconfer on the payment of cash and/holder thereof the right to receive payments, in whole or issuance of Shares to a Participant contingentin part, upon the attainmentachievement of one or more specifiedperformance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Goals,Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award and # contains suchany other terms and conditions as mayof any Performance Award shall be determined by the Committee. For purposesPerformance 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 compensation” within the meaning of [Section 5.1(b)162(m)] hereof, a Performance Award, to the extent required by [Section 162(m)], shall be deemed to cover a numberconditioned solely on the achievement of Shares equal toone or more objective Performance Goals established by the maximum numberCommittee within the time prescribed by [Section 162(m)], and shall otherwise comply with the requirements of Shares that may be issued upon payment of the Award. The maximum cash amount payable to any Employee pursuant to all Performance Awards granted to an Employee during a fiscal year shall not exceed .[Section 162(m)], as described below.

Grants. Performance Awards. EachAwards in the form of Performance AwardCash 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 PlanPlan. The performance goals to be achieved for each Performance Period 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 Goals, and # contains such other terms and conditions as may beconclusively determined by the 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 thatCommittee and may be issuedbased upon payment of the Award. The maximum cash amount payable to any Employee pursuant to all Performance Awards granted to an Employee during a fiscal year shall not exceed criteria set forth in [Section 10.2].

Performance Awards. EachUnits or Performance Shares. The maximum aggregate Award granted under theof Performance Units or Performance Shares that a Participant may receive in any one Plan Year shall be evidenced by an Agreement that # provides for the payment of cash and/five hundred thousand (500,000) Shares, or issuance of Shares to a Participant contingent upon the attainment of one or more specified Performance Goals, and # contains such other terms and conditions as may be determined by the 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 numbervalue of five hundred thousand (500,000) Shares that may be issued upon paymentdetermined as of the Award. The maximum cashdate of vesting or payout, as applicable, plus the amount payable to any Employee pursuant to allof the Participant’s unused applicable Annual Award Limit for Performance Awards granted to an Employee during a fiscal year shall not exceed .Units or Performance Shares as of the close of the previous Plan Year.

Limitations on Awards. The maximum Performance Awards. EachUnit Award and the maximum Performance Compensation Award granted underthat any one Participant may receive for any one Performance Period shall not together exceed 100,000 Shares and in cash. The Committee shall have the Plan shall be evidenced by andiscretion to provide in any Award Agreement that # provides forany amounts earned in excess of these limitations will either be credited as Deferred Share Units, or as deferred cash compensation under a separate plan of the paymentCompany (provided in the latter case that such deferred compensation either bears a reasonable rate of cash and/interest or issuance of Shares tohas a Participant contingent upon the attainment ofvalue based on one or more specified Performance Goals,predetermined actual investments). Any amounts for which payment to the Participant is deferred pursuant to the preceding sentence shall be paid to the Participant in a future year or years not earlier than, and # contains such other terms and conditions as may be determined byonly to the Committee. For purposesextent that, the Participant is either not receiving compensation in excess of [Section 5.1(b)] hereof,these limits for a Performance Award shall be deemed to cover a number of Shares equalPeriod, or is not subject to the maximum number of Shares that may be issued upon paymentrestrictions set forth under Section 162(b) of the Award. The maximum cash amount payable to any Employee pursuant to all Performance Awards granted to an Employee during a fiscal year shall not exceed .Code.

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