If, at the time of grant, the Committee intends a Restricted Stock Award, Restricted Stock Unit Award or Cash-Based Award to qualify as “other performance based compensation” within the meaning of Code Section 162(m), the Committee must establish performance goals for the applicable Performance Period no later than 90 days after the Performance Period begins (or by such other date as may be required under Code Section 162(m)). Such performance goals must be based on one or more of the criteria described in [Section 11(b)]. “Performance Period” means the period selected by the Committee during which performance is measured for purpose of determining the extent to which an award of Restricted Stock, Restricted Stock Units or a Cash-Based Award has been earned.

Performance-Based Grants. Notwithstanding anything to the contrary herein, certain Shares of Restricted Stock granted under this [Section 8] may, at the timediscretion of grant,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). The restrictions applicable to such Restricted Stock shall lapse based wholly or partially on the attainment of written performance goals approved by the Committee intendsfor a Restricted Stock Award, Restricted Stock Unit Award or Cash-Based Award to qualify as “other performance based compensation” within the meaning of Code Section 162(m),period established by the Committee must establish# while the outcome for that performance goals for the applicable Performance Periodperiod is substantially uncertain and # no latermore than 90 days after the Performance Period begins (or by such other date as may be required under Code Section 162(m)). Suchcommencement of the performance goalsperiod 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 onupon one or more of the criteria describedset forth in [Section 11(9(b)]. “Performance Period” means below. The Committee shall determine in its discretion whether, with respect to a performance period, the period selected byapplicable performance goals have been met with respect to a given Participant and, if they have, shall so certify prior to the Committee during which performance is measured for purposerelease of determining the extent to which an award of Restricted Stock, Restricted Stock Units or a Cash-Based Award has been earned.restrictions on the Shares.

Performance Based Awards. The 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 Award 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 upon the attainment of specified performance goals over a designated performance period of at the time of grant, the Committee intends a Restricted Stock Award, Restricted Stock Unit Award or Cash-Based Awardleast one year in addition to time-vesting and other vesting requirements. If so authorized, Awards intended to qualify as “other performance “performance-based compensation” within the meaning of Code Section 162(m), the Committee must establish performance goals for the applicable Performance Period no later than 90 days after the Performance Period begins (or by such other date as may be requiredcompensation” under Code Section 162(m)). Such performance shall be made in accordance with the requirements thereof. Performance goals mustGoals for this purpose will be based on objective criteria specifically defined by the Committee on a Company, business unit or peer group comparison basis, which may include or exclude specified items of an unusual or nonrecurring nature and are based on one or more of the criteria describedfollowing: earnings per share, net income, return on assets, return on sales, return on 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 Committee, in [Section 11(b)]. “Performance Period” meansits sole discretion, may reduce or eliminate any Award otherwise earned based on an assessment of individual performance, but in no event may any such reduction result in an increase of the period selectedAward payable to any other participantParticipant. The Committee shall determine the amount of any such reduction by taking into account such factors as it deems relevant including, without limitation: # performance against other financial or strategic objectives; # its subjective assessment of the Committee during whichexecutive’s overall performance is measured for purposethe year; and # prevailing levels of determining the extent to which an award of Restricted Stock, Restricted Stock Units or a Cash-Based Award has been earned.total compensation among similar companies.

[Section 162(m)] Performance Restrictions. For purposes of qualifying grants of Restricted Stock or Restricted Stock Units as “performance-based compensation” under Section 162(m) of the timeCode, the Committee, in its sole discretion, may set restrictions based upon the achievement of grant,Performance Goals. The Performance Goals shall be set by the Committee intends aon or before the latest date permissible to enable the Restricted Stock Award,or Restricted Stock Unit Award or Cash-Based AwardUnits to qualify as “other performance “performance-based compensation” within the meaning of Code Sectionunder section 162(m), the Committee must establish performance goals for the applicable Performance Period no later than 90 days after the Performance Period begins (or by such other date as may be required under Code Section 162(m)). Such performance goals must be based on one or more of the criteria described in [Section 11(b)]. “Performance Period” means the period selected by the Committee during which performance is measured for purpose of determining the extent to which an award ofCode. In granting Restricted Stock,Stock or Restricted Stock Units that are intended to qualify under section 162(m) of the Code, the Committee shall follow any procedures determined by it in its sole discretion from time to time to be necessary, advisable or a Cash-Based Award has been earned.appropriate to ensure qualification of the Restricted Stock under section 162(m) of the Code.