Settlement of Performance Awards; Other Terms. After the end of each performance period, the Committee will determine the amount, if any, of # the Performance Award pool and the maximum amount of the potential Performance Award payable to each Participant in the Performance Award pool, or # the amount of the potential Performance Award otherwise payable to each Participant. Settlement of such Performance Awards will be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee will specify the circumstances in which such Performance Awards will be paid or forfeited in the event of a Participant’s termination of employment before the end of a performance period or settlement date.

Terms of Performance Awards. Performance Awards will be based on the attainment of performance goals using the Performance Factors within this Plan that are established by the Committee for the relevant Performance Period. The Committee will determine, and each Award Agreement shall set forth, the terms of each Performance Award including, without limitation: # the amount of any cash bonus, # the number of Shares deemed subject to an award of Performance Shares; # the Performance Factors and Performance Period that shall determine the time and extent to which each award of Performance Shares shall be settled; # the consideration to be distributed on settlement, and # the effect of the Participant’s termination of Service on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: # determine the nature, length and starting date of any Performance Period; # select from among the Performance Factors to be used; and # determine the number of Shares deemed subject to the award of Performance Shares. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Prior to settlement the Committee shall determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria.

Terms of Performance Awards. Performance Awards may be issued 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 Plan. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award; provided, however, that a Performance Period

Terms of Performance Awards. Performance Awards will be based on the attainment of Performance Goals that are established by the Committee for the relevant Performance Period. Prior to the grant of any Performance Award, the Committee will determine and each Award Agreement shall set forth the terms of each Performance Award, including, without limitation: # the nature, length and starting date of any Performance Period; # the Performance Goals that shall be used to determine the time and extent to which a Performance Award has been earned; # amount of any cash bonus, or the number of shares of Common Stock deemed subject to a Performance Award, and # the effect of a termination of Participant’s Service on a Performance Award. Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and Performance Goals. A Performance Award may but need not require the Participant’s completion of a specified period of Service.

Terms of Performance Awards. The Committee will determine, and each Award Agreement will set forth, the terms of each Performance Award including, without limitation: # the amount of any cash bonus, # the number of Shares deemed subject to an award of Performance Shares, # the Performance Factors and Performance Period that will determine the time and extent to which each award of Performance Shares will be settled, # the consideration to be distributed on settlement, and # the effect of the Participant’s termination of Service on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: # determine the nature, length, and starting date of any Performance Period; # select from among the Performance Factors to be used; and # determine the number of Shares deemed subject to the award of Performance Shares. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Prior to settlement the Committee will determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria.

Terms of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

Terms of Performance Awards. Performance Awards will be based on the attainment of performance goals using the Performance Factors within this Plan that are established by the Committee for the relevant Performance Period. The Committee will determine, and each Award Agreement shall set forth, the terms of each Performance Award including, without limitation: # the amount of any cash bonus, # the number of Shares deemed subject to an award of Performance Shares; # the Performance Factors and Performance Period that shall determine the time and extent to which each award of Performance Shares shall be settled; # the consideration to be distributed on settlement, and # the effect of the Participant’s termination of Service on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: # determine the nature, length and starting date of any Performance Period; # select from among the Performance Factors to be used; and # determine the number of Shares deemed subject to the award of Performance Shares. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Prior to settlement the Committee shall determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria.

Terms of Performance Awards. The Committee will determine, and each Award Agreement shall set forth, the terms of each Performance Award including, without limitation: # the amount of any cash bonus, # the number of Shares deemed subject to an award of Performance Shares; # the Performance Factors and Performance Period that shall determine the time and extent to which each award of Performance Shares shall be settled; # the consideration to be distributed on settlement, and # the effect of the Participant’s termination of Service on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: # determine the nature, length and starting date of any Performance Period; # select from among the Performance Factors to be used; and # determine the number of Shares deemed subject to the award of Performance Shares. Prior to settlement the Committee shall determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria. No Participant will be eligible to receive more than $10,000,000 in Performance Awards in any calendar year under this Plan.

A Participant may be granted an Award that is subject to performance conditions specified by the Committee. The Committee may use any business criteria and/or other measures of performance as it deems appropriate in establishing any performance conditions (including, but not limited to, continuous service with the Company or its Affiliates, achievement of specific business objectives, increases in specified indices, attainment of growth rates and/or other measurements of Company or Affiliate performance), and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions.

Settlement of Performance Awards; Other Terms. After the end of each performance period, the Committee shall determine the amount, if any, of # the Performance Award pool, and the maximum amount of potential Performance Award payable to each Participant in the Performance Award pool, or # the amount of potential Performance Award otherwise payable to each Participant. Settlement of such Performance Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce or increase the amount of a settlement otherwise to be made in connection with such Performance Awards. The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of termination of employment by the Participant prior to the end of a performance period or settlement of Performance Awards.