Common use of Earning of Performance Units Clause in Contracts

Earning of Performance Units. (a) The Grantee’s right to receive payment for any Performance Unit shall be determined on the basis of the Company’s return on capital employed during each three-year period which commences January 1, ___ and ends December 31, ___ (the “Performance Period”). Except as provided in this Section 2, the applicable percentage of the Target Performance Units, if any, earned by the Grantee shall range from 0% to 150%, based on the Company’s results during the Performance Period and the performance criteria set forth in Exhibit A. (b) If, while in the continuous employ of the Company or a Subsidiary Company, the Grantee dies, retires at age 62 with at least 5 years of continuous employment or becomes permanently disabled (as determined by the Committee) prior to the date that the Performance Units are paid as provided herein, the Grantee shall be entitled to receive a prorated portion of the value of the Performance Units calculated under Section 2(a), determined by multiplying the value of the Performance Units by a fraction, the numerator of which is the number of days during the Performance Period that the Grantee was employed by the Company, or a Subsidiary and the denominator of which is the total number of days during the Performance Period. (c) If a Change in Control occurs prior to the end of the Performance Period and while the Grantee is in the continuous employ of the Company or a Subsidiary, the Grantee shall be entitled to receive a prorated portion of the value of the Performance Units calculated under Section 2(a), determined by multiplying the value of the Performance Units by a fraction, the numerator of which is the number of days during the Performance Period that the Grantee was employed by the Company or a Subsidiary and the denominator of which is the total number of days during the Performance Period. The applicable percentage of the Target Performance Units earned by the Grantee shall be determined by the Committee, in its discretion, by using a reasonable estimate of Company performance.

Earning of Performance Units. (a) The Grantee’s right to receive payment for any Performance Unit shall be determined on the basis of the Company’s return on capital employed during each three-year period which commences January 1, ___ and ends December 31, ___ 1 (the “Performance Period”). Except as provided in this Section 2, the applicable percentage of the Target Performance Units, if any, earned by the Grantee shall range from 0% to 150%, based on the Company’s results during the Performance Period and the performance criteria set forth in Exhibit A. (b) If, while in the continuous employ of the Company or a Subsidiary Company, the Grantee dies, retires at age 62 with at least 5 years of continuous employment or becomes permanently disabled (as determined by the Committee) prior to the date that the Performance Units are paid as provided herein, the Grantee shall be entitled to receive a prorated portion of the value of the Performance Units calculated under Section 2(a), determined by multiplying the value of the Performance Units by a fraction, the numerator of which is the number of days during the Performance Period that the Grantee was employed by the Company, Company or a Subsidiary and the denominator of which is the total number of days during the Performance Period. (c) If a Change in Control occurs prior to the end of the Performance Period and while the Grantee is in the continuous employ of the Company or a Subsidiary, the Grantee shall be entitled to receive a prorated portion of the value of the Performance Units calculated under Section 2(a), determined by multiplying the value of the Performance Units by a fraction, the numerator of which is the number of days during the Performance Period that the Grantee was employed by the Company or a Subsidiary and the denominator of which is the total number of days during the Performance Period. The applicable percentage of the Target Performance Units earned by the Grantee shall be determined by the Committee, in its discretion, by using a reasonable estimate of Company performance.