Performance-Based Awards. Notwithstanding anything to the contrary herein, certain Other Stock-Based Awards granted under this [Section 9] may be granted in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto) ("Performance-Based Awards"). A Participant's Performance-Based Award shall be determined based on the attainment of written performance goals approved by the Committee for a performance period of not less than one year established by the Committee # while the outcome for that performance period is substantially uncertain and # no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the following criteria: # consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); # net income; # operating income; # earnings per Share; # book value per Share; # return on shareholders' equity; # expense management; # return on investment; # improvements in capital structure; # profitability of an identifiable business unit or product; # maintenance or improvement of profit margins; # stock price; # market share; # revenues or sales; # costs; # cash flow; # working capital and # return on assets. The foregoing criteria may relate to the Company, one or more of its Affiliates or one or more of its or their divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification is made by the Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Section 162(m) of the Code, elect to defer payment of a Performance-Based Award.

Performance Based Awards. Notwithstanding anythingThe Committee will establish a performance goal or goals (“Performance Goal”) for each Award not later than the 90th day of the calendar yearAward Year to which the contrary herein, certain Other Stock-BasedAward relates. The period for each Performance Goal will commence on January 1 and end on December 31 of such year (the “Performance Period”). The Committee may authorize that Awards of Restricted Shares and Stock Units be made subject to or granted under this [Section 9] may be grantedupon the attainment of specified performance goals over a designated performance period of at least one year in a manner which isaddition to time-vesting and other vesting requirements. If so authorized, Awards intended to be deductible by the Companyqualify as “performance-based compensation” under Code Section 162(m) of the Code (or any successor section thereto) ("Performance-Based Awards"). A Participant's Performance-Based Award shall be determinedmade in accordance with the requirements thereof. Performance goals Goals for this purpose will be based on the attainment of written performance goals approvedobjective criteria specifically defined by the Committee foron a performance periodCompany, business unit or peer group comparison basis, which may include or exclude specified items of not less than one year established by the Committee # while the outcome for that performance period is substantially uncertainan unusual or nonrecurring nature and # no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall beare based uponon one or more of the following criteria: # consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); # net income; # operating income; #following: earnings per Share; # book value per Share; #share, net income, return on shareholders' equity; # expense management; #assets, return on investment; # improvements in capital structure; # profitability of an identifiable business unit or product; # maintenance or improvement of profit margins; # stock price; # market share; # revenues or sales; # costs; # cash flow; # working capital and #sales, return on assets.capital, return on equity, return on revenue, cash flow, cost reduction, total shareholder return, economic value added, cash flow return on investment, and cash value added. The foregoing criteriaCommittee, in its sole discretion, may relate to the Company, onereduce or moreeliminate any Award otherwise earned based on an assessment of its Affiliates or one or more of its or their divisions or units, orindividual performance, but in no event may any combinationsuch reduction result in an increase of the foregoing, and may be applied on an absolute basis and/or be relativeAward payable to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items.other participantParticipant. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be paid forany such reduction by taking into account such factors as it deems relevant including, without limitation: # performance period until such certification is made by the Committee. The amountagainst other financial or strategic objectives; # its subjective assessment of the Performance-Based Award actually paid to a given Participant may be less thanexecutive’s overall performance for the amount determined by the applicable performance goal formula, at the discretionyear; and # prevailing levels of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Section 162(m) of the Code, elect to defer payment of a Performance-Based Award.total compensation among similar companies.

return on investment; # improvements in capital structure; # profitability of an identifiable business unit or product; # maintenance or improvement of profit margins; # stock price; # market share; # revenues or sales; # costs; # cash flow; # working capital and # return on assets. The foregoing criteria may relate to the Company, one or more of its AffiliatesSubsidiaries or one or more of its or their divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification is made by the Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of SectionSections 162(m) and 409A of the Code, elect to defer payment of a Performance-Based Award. Notwithstanding the foregoing, the maximum amount of Performance-Based Awards that may be granted during a calendar year to any Participant shall be # with respect to Other Stock-Based Awards and Awards of Shares of Restricted Stock, that are denominated or payable in shares, 100,000 shares, # with respect to Other Stock-Based Awards that are not denominated or payable in shares, ​ and # with respect to Cash Awards, ​; provided, however, with respect to Cash Awards for performance periods commencing after ​, ​.

“The payment under any Other Stock Award that the contrary herein, certain Other Stock-Based Awards granted under this [Section 9] mayCommittee or Board determines shall be granteda performance-based Award (as defined in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto) ("Performance-Based Awards"Code) (hereinafter “Target Award”). A Participant's Performance-Based Award shall be determined based oncontingent upon the attainment of writtenone or more pre-established performance goals approved by the Committee for a performance period of not less than one year established by the Committee # while the outcome for that performance period is substantially uncertain and # no more than 90in writing within ninety (90) days after the commencement of the Target Award performance period to which(or in the case of a newly hired Employee, before 25% of such Employee’s service for such Target Award performance goal relates or, if less, the number of days which is equal to 25 percent of the relevantperiod has lapsed). Such performance period. The performance goals, which must be objective, shallgoals will be based upon one or more of the following performance-based criteria: # consolidated(a) earnings per share, net earnings per share or growth in such measures; (b) revenue, net revenue, income, net income or growth in revenue or income (all either before or after taxes (including earnings before interest, taxes, depreciation and amortization)taxes); # net income; # operating income; # earnings per Share; # book value per Share; #(c) return measures (including, but not limited to, return on shareholders' equity; # expense management; #assets, capital, investment, equity, revenue or sales); (d) cash flow return on investment; # improvementsinvestments which equals net cash flows divided by owners’ equity; (e) controllable earnings (a division’s operating profit, excluding the amortization of goodwill and intangible assets, less a charge for the interest cost for the average working capital investment by the division); (f) operating earnings or net operating earnings; (g) costs or cost control measures; (h) share price (including, but not limited to, growth measures); (i) total shareholder return (stock price appreciation plus dividends); (j) economic value added; (k) EBITDA; (l) operating margin or growth in capital structure; # profitability of an identifiable business unitoperating margin; (m) market share or product; # maintenance or improvement of profit margins; # stock price; #growth in market share; # revenues(n) cash flow, cash flow from operations, free cash flow, or sales; # costs; # cash flow; #growth in such measures; (o) sales revenue or volume or growth in such measures; (p) gross margin or growth in gross margin; (q) productivity; (r) brand contribution; (s) product quality; (t) corporate value measures; (u) goals related to acquisitions, divestitures or customer satisfaction; (v) diversity; (w) index comparisons; (x) debt-to-equity or debt-to-stockholders’ equity ratio; (y) working capitalcapital, (z) risk mitigation; (aa) sustainability and # returnenvironmental impact; (bb) employee retention; or (cc) expense or expense control measures (including, but not limited to average unit cost; selling, general, and administrative expenses). Performance may be measured on assets. The foregoing criteriaan individual, corporate group, business unit, subsidiary, division, department, region, function, market, or consolidated basis and may relatebe measured absolutely, relatively to the Company, oneCompany’s peers, or with a performance goal established by combining two or more of its Affiliates or one or morethe preceding performance criteria (for example, free cash flow as a percentage of its or their divisions or units, or any combination ofsales). In establishing the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all asperformance goals, the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto),may provide that the performance goals maywill be calculated without regardadjusted to account for the effects of acquisitions, divestitures, extraordinary items. The Committee shall determine whether,dividends, stock split-ups, stock dividends or distributions, issuances of any targeted stock, recapitalizations, warrants or rights issuances or combinations, exchanges or reclassifications with respect to any outstanding class or series of Stock, or a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify and ascertain the amountcorporate transaction, such as any merger of the applicable Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification is madeCompany with another corporation, any consolidation of the Company and another corporation into another corporation, any separation of the Company or its business units (including a spinoff or other distribution of stock or property by the Committee. The amountCompany), any reorganization of the Performance-Based Award actually paid to a given Participant may be less thanCompany (whether or not such reorganization comes within the amount determineddefinition of such term in Code Section 368) or any partial or complete liquidation by the applicable performance goal formula, at the discretionCompany, or sale of all or substantially all of the Committee. The amountassets of the Performance-Based Award determinedCompany, or exclusion of non-consolidated subsidiaries, or measures intended to account for variations in the exchange rate between foreign currencies and budgeted exchange rates, or other extraordinary items. Unless otherwise specifically provided by the Committee for a performance periodwhen authorizing an Award, all performance-based criteria, including any adjustments described in the preceding sentence, shall be paid to the Participant at such time as determined by applying U.S. generally accepted accounting principles, as reflected in the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Section 162(m) of the Code, elect to defer payment of a Performance-Based Award.Company’s audited financial statements.”

Performance-Based Awards.Grants. Notwithstanding anything to the contrary herein, certain Other Stock-Based AwardsShares of Restricted Stock granted under this [Section 9] may8] may, at the discretion of the Committee, be granted in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto) ("Performance-Based Awards"). A Participant's Performance-Based AwardThe restrictions applicable to such Restricted Stock shall be determinedlapse based wholly or partially on the attainment of written performance goals approved by the Committee for a performance period of not less than one year established by the Committee # while the outcome for that performance period is substantially uncertain and # no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the following criteria: # consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); # net income; # operating income; # earnings per Share; # book value per Share; # return on shareholders' equity; # expense management; # return on investment; # improvementscriteria set forth in capital structure; # profitability of an identifiable business unit or product; # maintenance or improvement of profit margins; # stock price; # market share; # revenues or sales; # costs; # cash flow; # working capital and # return on assets. The foregoing criteria may relate to the Company, one or more of its Affiliates or one or more of its or their divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items.[Section 9(b)] below. The Committee shall determine in its discretion whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify and ascertainprior to the amountrelease of the applicable Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification is made byrestrictions on the Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Section 162(m) of the Code, elect to defer payment of a Performance-Based Award.Shares.

To the extent the Committee deems necessary or appropriate to structure the contrary herein, certain Other Stock-Based Awards granted under this [Section 9] may be granted in a manner which is intended to be deductible by the Companyconstitute “qualified performance-based compensation” under Section 162(m) of the Code (orCode, Other Stock-Based Awards to any successor section thereto) ("Performance-Based Awards"). A Participant's Performance-Based Award shallParticipant may also be determined based on thesubject to certain conditions with respect to attainment of written performance goals approved by the Committee for a performance period of not less than one year established by the Committee # while the outcome for that performance period is substantially uncertain and # no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more preestablished performance objectives which shall relate to corporate, subsidiary, division, group or unit performance in terms of the following criteria: # consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); # net income; # operating income; #growth in gross revenue, earnings per Share; # book value per Share; # return on shareholders' equity; # expense management; # return on investment; # improvementsshare or ratio of earnings to equity or assets, net profits, stock price, market share, sales or costs. In order to take into account unforeseen events or changes in capital structure; # profitability of an identifiable business unit or product; # maintenance or improvement of profit margins; # stock price; # market share; # revenues or sales; # costs; # cash flow; # working capital and # return on assets. The foregoing criteriacircumstances, the Committee may relate to the Company,provide that one or more of its Affiliates or one or more of its or their divisions or units, or any combination of the foregoing, and mayobjectively determinable adjustments shall be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition,made to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification is made by the Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Section 162(m) of the Code, elect to defer payment of a Performance-Based Award.objectives.