Common use of Lapse of Restrictions Clause in Contracts

Lapse of Restrictions. (a) The Committee shall (i) determine whether the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on March 15, 20 . Upon the lapse of such restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption of such RSUs. (c) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time of the occurrence of any of the following events or as otherwise set forth in this Section 5(c): (1) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; (2) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of a dismissal or other action by the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUs.

Lapse of Restrictions. The Participant accepts the award under this Agreement (a“Award”) The Committee shall (i) determine whether the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing agrees that the Company has achieved restrictions relative to such Award shall lapse only following the performance goal for conclusion of the Performance Period as described in Section 6and only to the extent that there are Dividend Related Earnings certified by the Committee. If there are no Dividend Related Earnings, that the Units and related Dividend Equivalents shall be forfeited. The actual number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs Units that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for vest after achieving Dividend Related Earnings during the Performance Period may be reduced by the Committee in its sole and absolute discretion if based on such factors as the Committee determines that to be appropriate and/or advisable including, without limitation, the funding pool Company's achievement relative to the metrics set forth in Appendix A to this Agreement for this and any other performance-based long-term incentive awards should not be fully funded in light the Performance Period (“Performance Metrics Formula”). It is the intention of any failure by the Company to achieve any targets for operating income Committee that the Committee will exercise its discretion to reduce the number of Units that will vest based on the Performance Metrics Formula, provided that the Committee reserves the right to deviate from the Performance Metrics Formula and may establish, reduce the number of Units that will vest based on such other factors as the Committee in its discretion. (b) The restrictions described sole and absolute discretion determines to be appropriate and/or advisable; provided, however, that it is the intention of the Committee that it will deviate from the Performance Metrics Formula only in Section 4(b) shall lapse with respect extreme and unusual circumstances. Any Dividend Equivalents that the Committee certifies are earned relative to the Earned RSUs on Units will be paid to the Participant in no event later than March 15, 20 . Upon the lapse of such restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption of such RSUs. (c) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time 15 of the occurrence of any calendar year following the end of the following events or as otherwise set forth Vesting Date. Any Shares underlying the Units that the Committee certifies are earned will be issued and delivered to the Participant in this Section 5(c): (1) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time no event later than March 15 of the occurrence of your death or “Disability” (as defined in Section 12(f))calendar year following the Vesting Date. Notwithstanding the foregoing, (A) In the event of a Change in Control, [target # of units] of the Units and related Dividend Equivalents shall be deemed earned and prorated based on the number of months in the Performance Period to the date of the Change in Control, and the shares relative to such Units shall be issued and related Dividend Equivalents payable within 30 days following such Change in Control if: (i) the Award has not otherwise been forfeited and (ii) the successor or surviving corporation (or parent thereof) does not assume this Award or replace it with a comparable award, provided further that if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death Award is assumed or Disabilityreplaced, such assumed or replaced Award shall provide that the restrictions described in Section 4(b) shall lapse with respect if Participant is involuntarily terminated without Cause within 24 months of the Change in Control (a “Change in Control Termination”); (B) If a Participant leaves the employment of the Company and its subsidiaries due to the Earned RSUs on the Certification Date. If your Termination as a result of your death death, disability or Disability occurs on a date which is retirement (including early retirement and disability retirement) prior to the end of the Performance Period, the restrictions described Participant will be eligible to earn a prorated Award (including Dividend Equivalents), as the Administrator in Section 4(b) shall lapse its sole discretion may determine, based on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed full months of service as a Participant during the Performance Period and will be eligible to receive the denominator of which shall equal 36; Shares (2and related Dividend Equivalents) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action extent certified by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of a dismissal or other action by the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUs5 above.

Lapse of Restrictions. Except as may otherwise be provided herein, the restrictions on transfer set forth in Section 2(b) shall lapse: (a) The Committee shall with respect to a percentage of [ ] ( ) Performance Restricted Shares, on «Date», as set forth in Schedule A attached (iwith a minimum of zero and a maximum of [ ]% of such Performance Restricted Shares) determine whether based on the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed achievement by the Company on of the Certification Date and (ii) corresponding performance metric levels for the Committee determines and certifies Spring and/or Fall seasons set forth in writing Schedule A; provided that the Company has achieved Compensation Committee certifies that, during the performance goal first vesting period, the appropriate targets for the Performance Period each of such seasons, as described set forth in Section 6Schedule A, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion.achieved; (b) The restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs a percentage of [ ] ( ) Performance Restricted Shares, on March 15, 20 . Upon the lapse «Date» (with a minimum of zero and a maximum of [ ]% of such restrictions with respect to any RSUs, Performance Restricted Shares) based on the achievement by the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption of such RSUs.the corresponding performance metric levels established by the Compensation Committee for the second vesting period; provided that the Compensation Committee certifies that the appropriate target(s) for the second vesting period have been achieved; (c) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time of the occurrence of any of the following events or as otherwise set forth in this Section 5(c): (1) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number percentage of RSUs equal [ ] ( ) Performance Restricted Shares, on «Date» (with a minimum of zero and a maximum of [ ]% of such Performance Restricted Shares) based on the achievement by the Company of the corresponding performance metric levels established by the Compensation Committee for the third vesting period; provided that the Compensation Committee certifies that the appropriate target(s) for the third vesting period have been achieved; With respect to each of the annual vestings as provided in subsections 4(a), (b) and (c) above, if the restrictions on transfer for the respective vesting period do not lapse because the applicable target(s) have not been achieved, then all or a portion, as the case may be, of the Performance Restricted Shares attributable to such subsection shall be immediately forfeited by the Grantee. Upon each lapse of restrictions relating to Performance Restricted Shares, if applicable, and provided that the Grantee shall have complied with the Grantee's obligations under Section 7 hereof, the Company shall issue to the Earned RSUs multiplied by Grantee or the Grantee's personal representative a fractionstock certificate representing one share of Common Stock, free of the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; (2) The restrictions restrictive legend described in Section 4(b) shall lapse 3 hereof, in exchange for each whole Performance Restricted Share with respect to which such restrictions have lapsed. If certificates representing such Performance Restricted Shares shall have theretofore been delivered to the Grantee, the Grantee shall return such certificates to the Company, complete with any Earned RSUs at necessary signatures or instruments of transfer, prior to the time of your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action issuance by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time such unlegended shares of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of a dismissal or other action by the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUsCommon Stock.

Lapse of Restrictions. (a) The Committee shall (i) determine whether the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned RSUs in four equal installments of 25 percent each on March 15each of the first, 20 . Upon second, third and fourth anniversaries of the lapse date of this Award Agreement, such that the restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption 2(d)(ii) shall have lapsed with respect to 100 percent of such RSUsthe RSUs on the fourth anniversary of the date of this Award Agreement. (c) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time of the occurrence of any of the following events or as otherwise set forth in this Section 5(c): (1ii) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned RSUs Performance Units on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end third anniversary of the Performance Period, date of this Award Agreement (the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; (2) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment"Measurement Date"), but only if such Termination and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: ShareholderReturn Goal TotalShareholder Return Percentage of Employment is Performance Units for WhichConditions are Satisfied Threshold Total Shareholder Return Goal 25th percentile of Peer Group 25% Above Threshold Total Shareholder Return Goal 35th percentile of Peer Group 50% Above Target Total Shareholder Return Goal 75th percentile of Peer Group 150% Maximum Total Shareholder Return Goal 90th percentile of Peer Group 200% The Committee shall certify on a nondiscretionary basis whether and the result of a dismissal extent to which the Shareholder Return Goals have been met on or other action by before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(e)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoingTotal Shareholder Return Goals set forth above, if then the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse conditions with respect to the Earned RSUs Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Certification Date. If your Termination as a result of a dismissal or other action by Measurement Date and the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end remainder of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal Units will be forfeited to the Earned RSUs multiplied by Company. The Committee has the final authority to determine on a fractionnondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, in the numerator event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the 75th percentile of which shall equal the number Peer Group but the Total Shareholder Return of fully and partially completed months of service during the Performance Period and Company is less than zero, then the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Award at the time of a “Change of Control” Total Shareholder Return Goal shall be removed as of the Company (as defined in Section 12(e)) but only if Measurement Date and the Committee reasonably determines in good faith before the occurrence remainder of the Change of Control that this Award Agreement shall not Performance Units will be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect forfeited to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUsCompany.

Lapse of Restrictions. (a) The Committee shall (i) determine whether the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned RSUs on March 15, 20 . Upon the lapse third anniversary of such restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption of such RSUs. (c) Notwithstanding the provisions of subsection (b) date of this Section 5Award Agreement (the “Measurement Date”), but only if and to the restrictions described in Section 4(b) shall lapse as described below at extent the time of the occurrence of any of the following events or as otherwise Performance Goals set forth in this Section 5(c): subsection (1i) are met. The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time Performance Goals are as follows: aggregate Fully-Diluted Earnings Per Share of the occurrence Company for fiscal years 2008, 2009 and 2010: Minimum Performance Goal $ 3.15 _______ Threshold Performance Goal $ 3.22 _______ Target Performance Goal $ 3.30 _______ Achievement of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if Performance Goals will be measured when the Certification Date has not occurred prior Company’s Fully-Diluted Earnings Per Share for fiscal year 2010 is released to the time public. In the event the Minimum Performance Goal is not met, then all of your Termination the RSUs will be forfeited to the Company. In the event the Company achieves Fully-Diluted Earnings Per Share that are between any of Employment as a result of your death or Disabilitythe Performance Levels set forth above, then the restrictions described in Section 4(b) shall lapse conditions with respect to the Earned RSUs on shall be deemed to have been met for the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal determined by linear interpolation between the applicable Performance Levels and the restrictions on such RSUs shall be removed on the Measurement Date and the remainder of the RSUs will be forfeited to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; (2) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of a dismissal or other action by the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successorCompany. In the event this Award Agreement is honored or assumed by any successorthe Company achieves the Target Performance Goal, the conditions shall be deemed to have been satisfied and the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse on all of the restrictions described in Section 4(b), RSUs associated with such Target Performance Goal as set forth above shall be removed on the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of Measurement Date. The Committee has the RSUsfinal authority to determine whether the Performance Goals have been met and to what extent.

Lapse of Restrictions. (a) The Committee shall (i) determine whether 50 percent of the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination RSUs shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing designated as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned Service RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned Service RSUs in five equal installments of 20 percent each on March 15each of the first, 20 . Upon second, third, fourth and fifth anniversaries of the lapse date of this Award Agreement, such that the restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption 2(d)(ii) shall have lapsed with respect to 100 percent of such RSUsthe Service RSUs on the fifth anniversary of the date of this Award Agreement. (cii) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time 25 percent of the occurrence of any of the following events or RSUs shall be designated as otherwise set forth in this Section 5(c): (1) “Performance RSUs”. The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned Performance RSUs on the Certification third anniversary of the date of this Award Agreement (the “Measurement Date”), but only if and to the extent the Committee certifies in writing that the Performance Goals set forth in this subsection (ii) are met. If your Termination The Performance Goals are as a result follows: aggregate Fully-Diluted Earnings Per Share of your death or Disability occurs the Company for fiscal years , and : Threshold Performance Goal $ __________ Target Performance Goal $ __________ The Committee shall certify on a nondiscretionary basis whether and the extent to which the Performance Goals have been met on or before the date on which the Company is prior required to make a book-entry registration or issue a certificate for Restricted Shares relating to the end achievement of Performance Goals as set forth in Section 2(e)(v). In the event the Committee certifies that the Threshold Performance Goal has not been met, then all of the Performance PeriodRSUs will be forfeited to the Company. In the event the Committee certifies that the Company has achieved Fully-Diluted Earnings Per Share that are between the Threshold Performance Goal and the Target Performance Goal set forth above, then the restrictions described in Section 4(b) shall lapse on the Certification Date conditions with respect to a number of the Performance RSUs equal shall be deemed to the Earned RSUs multiplied by a fraction, the numerator of which shall equal have been met for the number of fully Performance RSUs determined by linear interpolation between such Performance Levels and partially completed months the restrictions on such Performance RSUs shall be removed as of service during the Measurement Date and the remainder of the Performance Period RSUs will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Target Performance Goal, the conditions shall be deemed to have been satisfied and the denominator restrictions on all of which the Performance RSUs associated with such Target Performance Goal as set forth above shall equal 36;be removed as of the Measurement Date. The Committee has the final authority to determine whether the Performance Goals have been met and to what extent. For purposes of measuring the Performance Goal, “Fully-Diluted Earnings Per Share” shall mean, for any fiscal year, the Company’s fully-diluted earnings per share as set forth in the Company’s Consolidated Financial Statements included within its Annual Report on Form 10-K for such fiscal year, as filed with the Securities and Exchange Commission. (2iii) 25 percent of the RSUs shall be designated as “Return Based RSUs.” The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned Return Based RSUs on the Certification Measurement Date, but only if and to the extent the Committee certifies in writing that the Shareholder Return Goals set forth in this subsection (iii) are met. If your Termination The Shareholder Return Goals are as follows: Threshold Total Shareholder Return Goal __ percentile of Peer Group _________ Target Total Shareholder Return Goal __ percentile of Peer Group _________ The Committee shall certify on a result of a dismissal nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or other action by before the date on which the Company is required to make a book-entry registration or any of its Affiliates that does not constitute issue a Termination certificate for Cause occurs on a date which is prior Restricted Shares relating to the end achievement of Shareholder Return Goals as set forth in Section 2(e)(v). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of Return Based RSUs equal will be forfeited to the Earned RSUs multiplied by Company. In the event the Committee certifies that the Company has achieved a fraction, Total Shareholder Return that is between the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period Threshold Total Shareholder Return Goal and the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse Target Total Shareholder Return Goal set forth above, then the conditions with respect to the Target Award at Return Based RSUs shall be deemed to have been met for the time number of a “Change of Control” Return Based RSUs determined by linear interpolation between such Shareholder Return Levels and the restrictions on such Return Based RSUs shall be removed as of the Company (as defined in Section 12(e)) but only if Measurement Date and the Committee reasonably determines in good faith before the occurrence remainder of the Change of Control that this Award Agreement shall not Return Based RSUs will be honored or assumed and that an Alternative Award meeting forfeited to the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successorCompany. In the event this Award Agreement is honored or assumed by any successorthe Committee certifies that the Company has achieved the Target Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse on all of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares Return Based RSUs associated with such Target Total Shareholder Return Goal as provided in Section 2 in redemption set forth above shall be removed as of the RSUsMeasurement Date. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extent.

Lapse of Restrictions. The Participant accepts this Award and agrees that the restrictions relative to such Award shall lapse only following the conclusion of the Performance Period and only to the extent that one or more of the Performance Contingencies set forth in Appendix A have been met or exceeded. If performance on neither Performance Contingency has been achieved at or above Threshold, then all Performance Contingent Restricted Stock and the Restricted Dividends related thereto are forfeited. If performance on one or more of the Performance Contingencies has been achieved between the Threshold and Target or Target and High Performance levels of performance, the Administrator shall interpolate for performance between the applicable levels and shall determine the number of shares of Performance Contingent Restricted Stock as to which the restrictions shall lapse (a) The Committee and the amount of Restricted Dividends that shall (i) determine whether be payable). Because the Company has achieved cannot issue fractional shares, the Administrator will round down to the nearest whole number of shares of Performance Contingent Restricted Stock in such interpolations. The Award (including Restricted Dividends) will be subject to forfeiture of up to 25% of the shares (and Restricted Dividends) earned based upon performance goal relative to the Performance Contingencies, as determined by the Administrator in its sole discretion, if the Company’s Total Shareholder Return, as defined in Appendix A, for the period beginning January 1, 20 and ending December 31, 20 (Performance Period is below the “Performance Period”), which determination shall be made on an objective and non-discretionary basis median relative to the defined comparator group identified by the Committee Administrator. Vesting of any Performance Restricted Shares as well as the issuance, if any, of Potential Performance Restricted Shares under this Agreement shall occur on the latter of: (I) the third anniversary of the Award Date and (iiII) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 business day immediately following the date of the certification by the Compensation Committee (the “Certification Date”). If you remain employed by ) of (a) the satisfaction of one or more of the Performance Contingencies and (b) the number of shares of Performance Contingent Restricted Stock to be vested or issued; provided, that no Performance Contingent Restricted Stock (or Restricted Dividends) shall vest or be issued if Participant is terminated with or without Cause or if the Participant voluntarily terminates employment with the Company on and all of its subsidiaries prior to the Certification Date and (ii) Date. Any Restricted Dividends that the Committee determines and certifies are earned in writing respect of Performance Restricted Shares will be paid to the Participant in no event later than March 15 of the calendar year following the end of the Performance Period. Any Potential Performance Restricted Shares that the Company has achieved Committee certifies are earned will be issued and delivered to the performance goal for Participant in no event later than March 15 of the calendar year following the end of the Performance Period Period. Any Performance Restricted Shares (and Restricted Dividends attributable thereto) or Potential Performance Restricted Shares as described in Section 6, that number to which any or all of RSUs determined under Section 6 hereof will the respective Performance Contingencies has not been satisfied shall be deemed to have been earned (“Earned RSUs”)forfeited. Notwithstanding the foregoing, (i) In the event of a Change in Control, the actual amount of RSUs that are Performance Contingent Restricted Stock shall be deemed to be Earned RSUs earned at Target prorated based on the Committee’s certification number of the achievement of the performance goal for months in the Performance Period may to the date of the Change in Control and all restrictions as to such number of shares shall lapse (and Restricted Dividends attributable to the Performance Restricted Shares that become vested in accordance with this clause (i) shall be reduced by payable within 30 days following such Change in Control) if: (a) the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should Award has not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion.otherwise been forfeited and (b) The the successor or surviving corporation (or parent thereof) does not assume this Award or replace it with a comparable award, provided further that if the Award is assumed or replaced, such assumed or replaced Award shall provide that the restrictions described in Section 4(b) shall lapse with respect to if Participant is involuntarily terminated without Cause within 24 months of the Earned RSUs on March 15, 20 . Upon Change in Control (a “Change in Control Termination”); (ii) if a Participant leaves the lapse employment of such restrictions with respect to any RSUs, the Company will issue you a certificate and its subsidiaries due to death, Disability or provide evidence of book entry Shares as set forth in Section 2 in redemption of such RSUs. retirement (cincluding early retirement and disability retirement) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time of the occurrence of any of the following events or as otherwise set forth in this Section 5(c): (1) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end of the Performance Period, the restrictions described Participant will be eligible to earn a prorated Award (including Restricted Dividends), as the Administrator in Section 4(b) shall lapse its sole discretion may determine, based on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed full months of service as a Participant during the Performance Period and will be eligible to receive the denominator of which shall equal 36; underlying shares (2and Restricted Dividends) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, Performance Contingencies are satisfied and the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of a dismissal or other action by the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUsoutlined above.

Lapse of Restrictions. (a) The Committee shall (i) determine whether 50 percent of the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination RSUs shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing designated as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned Service RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned Service RSUs in five equal installments of 20 percent each on March 15each of the first, 20 . Upon second, third, fourth and fifth anniversaries of the lapse date of this Award Agreement, such that the restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption 2(d)(ii) shall have lapsed with respect to 100 percent of such RSUsthe Service RSUs on the fifth anniversary of the date of this Award Agreement. (cii) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time 50 percent of the occurrence of any of the following events or RSUs shall be designated as otherwise set forth in this Section 5(c): (1) “Performance RSUs”. The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned Performance RSUs on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end third anniversary of the Performance Period, date of this Award Agreement (the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; (2) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment“Measurement Date”), but only if such Termination and to the extent the Performance Goals set forth in this subsection (ii) are met. The Performance Goals are as follows: aggregate Fully-Diluted Earnings Per Share of Employment is the result of a dismissal or other action by the Company or for fiscal years 2008, 2009 and 2010: Minimum Performance Goal $ 3.15 _______ Threshold Performance Goal $ 3.22 _______ Target Performance Goal $ 3.30 _______ Achievement of the Performance Goals will be measured when the Company’s Fully-Diluted Earnings Per Share for fiscal year 2010 is released to the public. In the event the Minimum Performance Goal is not met, then all of the Performance RSUs will be forfeited to the Company. In the event the Company achieves Fully-Diluted Earnings Per Share that are between any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoingPerformance Levels set forth above, if then the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse conditions with respect to the Earned Performance RSUs shall be deemed to have been met for the number of Performance RSUs determined by linear interpolation between the applicable Performance Levels and the restrictions on such Performance RSUs shall be removed on the Certification Date. If your Termination as a result of a dismissal or other action by Measurement Date and the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end remainder of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal will be forfeited to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successorCompany. In the event this Award Agreement is honored or assumed by any successorthe Company achieves the Target Performance Goal, the conditions shall be deemed to have been satisfied and the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse on all of the restrictions described in Section 4(b), Performance RSUs associated with such Target Performance Goal as set forth above shall be removed on the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of Measurement Date. The Committee has the RSUsfinal authority to determine whether the Performance Goals have been met and to what extent.

Lapse of Restrictions. (a) The Committee shall (i) determine whether the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b2(e)(ii) shall lapse with respect to the Earned RSUs in four equal installments of 25 percent each on March 15each of the first, 20 . Upon second, third and fourth anniversaries of the lapse date of this Award Agreement, such that the restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption 2(e)(ii) shall have lapsed with respect to 100 percent of such RSUsthe RSUs on the fourth anniversary of the date of this Award Agreement. (c) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time of the occurrence of any of the following events or as otherwise set forth in this Section 5(c): (1ii) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b2(e)(ii) shall lapse with respect to the Earned RSUs Performance Units on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end ___ anniversary of the Performance Period, date of this Award Agreement (the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; (2) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment"Measurement Date"), but only if such Termination and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: 2 Shareholder Return Goal Total Shareholder Return Percentage of Employment is Return-BasedRSUs for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the result of a dismissal extent to which the Shareholder Return Goals have been met on or other action by before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoingTotal Shareholder Return Goals set forth above, if then the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse conditions with respect to the Earned RSUs Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Certification Date. If your Termination as a result of a dismissal or other action by Measurement Date and the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end remainder of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal Units will be forfeited to the Earned RSUs multiplied by Company. The Committee has the final authority to determine on a fraction, nondiscretionary basis whether the numerator of which shall equal the number of fully Shareholder Return Goals have been met and partially completed months of service during the Performance Period and the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUswhat extent.

Lapse of Restrictions. The Participant accepts the award under this Agreement (a“Award”) The Committee shall (i) determine whether the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing agrees that the Company has achieved restrictions relative to such Award shall lapse only following the performance goal for conclusion of the Performance Period as described in Section 6and only to the extent that there are Dividend Related Earnings certified by the Committee. If there are no Dividend Related Earnings, that the Units and related Dividend Equivalents shall be forfeited. The actual number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs Units that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for vest after achieving Dividend Related Earnings during the Performance Period may be reduced by the Committee in its sole and absolute discretion if based on such factors as the Committee determines that to be appropriate and/or advisable including, without limitation, the funding pool Company’s achievement relative to the metrics set forth in Appendix A to this Agreement for this and any other performance-based long-term incentive awards should not be fully funded in light the Performance Period (“Performance Metrics Formula”). It is the intention of any failure by the Company to achieve any targets for operating income Committee that the Committee will exercise its discretion to reduce the number of Units that will vest based on the Performance Metrics Formula, provided that the Committee reserves the right to deviate from the Performance Metrics Formula and may establish, reduce the number of Units that will vest based on such other factors as the Committee in its discretion. (b) The restrictions described sole and absolute discretion determines to be appropriate and/or advisable; provided, however, that it is the intention of the Committee that it will deviate from the Performance Metrics Formula only in Section 4(b) shall lapse with respect extreme and unusual circumstances. Any Dividend Equivalents that the Committee certifies are earned relative to the Earned RSUs on Units will be paid to the Participant in no event later than March 15, 20 . Upon the lapse of such restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption of such RSUs. (c) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time 15 of the occurrence of any calendar year following the end of the following events or as otherwise set forth Performance Period. Any Shares underlying the Units that the Committee certifies are earned will be issued and delivered to the Participant in this Section 5(c): (1) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time no event later than March 15 of the occurrence calendar year following the end of your death or “Disability” (as defined in Section 12(f))the Performance Period. Notwithstanding the foregoing, (A) In the event of a Change in Control, two-thirds of the Units and related Dividend Equivalents shall be deemed earned and prorated based on the number of months in the Performance Period to the date of the Change in Control, and the shares relative to such Units shall be issued and related Dividend Equivalents payable within 30 days following such Change in Control if: (i) the Award has not otherwise been forfeited and (ii) the successor or surviving corporation (or parent thereof) does not assume this Award or replace it with a comparable award, provided further that if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death Award is assumed or Disabilityreplaced, such assumed or replaced Award shall provide that the restrictions described in Section 4(b) shall lapse with respect if Participant is involuntarily terminated without Cause within 24 months of the Change in Control (a “Change in Control Termination”); (B) If a Participant leaves the employment of the Company and its subsidiaries due to the Earned RSUs on the Certification Date. If your Termination as a result of your death death, disability or Disability occurs on a date which is retirement (including early retirement and disability retirement) prior to the end of the Performance Period, the restrictions described Participant will be eligible to earn a prorated Award (including Dividend Equivalents), as the Administrator in Section 4(b) shall lapse its sole discretion may determine, based on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed full months of service as a Participant during the Performance Period and will be eligible to receive the denominator of which shall equal 36; Shares (2and related Dividend Equivalents) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action extent certified by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of a dismissal or other action by the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUs5 above.

Lapse of Restrictions. (a) The Committee shall (i) determine whether the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b2(e)(ii) shall lapse with respect to the Earned RSUs in four equal installments of 25 percent each on March 15each of the first, 20 . Upon second, third and fourth anniversaries of the lapse date of this Award Agreement, such that the restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption 2(e)(ii) shall have lapsed with respect to 100 percent of such RSUsthe RSUs on the fourth anniversary of the date of this Award Agreement. (c) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time of the occurrence of any of the following events or as otherwise set forth in this Section 5(c): (1ii) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b2(e)(ii) shall lapse with respect to the Earned RSUs Performance Units on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end __ anniversary of the Performance Period, date of this Award Agreement (the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; (2) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment"Measurement Date"), but only if such Termination and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Employment is Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the result of a dismissal extent to which the Shareholder Return Goals have been met on or other action by before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoingTotal Shareholder Return Goals set forth above, if then the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse conditions with respect to the Earned RSUs Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Certification Date. If your Termination as a result of a dismissal or other action by Measurement Date and the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end remainder of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal Units will be forfeited to the Earned RSUs multiplied by Company. The Committee has the final authority to determine on a fractionnondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, in the numerator event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the 75th percentile of which shall equal the number Peer Group but the Total Shareholder Return of fully and partially completed months of service during the Performance Period and Company is less than zero, then the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Award at the time of a “Change of Control” Total Shareholder Return Goal shall be removed as of the Company (as defined in Section 12(e)) but only if Measurement Date and the Committee reasonably determines in good faith before the occurrence remainder of the Change of Control that this Award Agreement shall not Performance Units will be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect forfeited to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUsCompany.

Lapse of Restrictions. (a) The Committee shall (i) determine whether the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned RSUs in four equal installments of 25 percent each on March 15each of the first, 20 . Upon second, third and fourth anniversaries of the lapse date of this Award Agreement, such that the restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption 2(d)(ii) shall have lapsed with respect to 100 percent of such RSUsthe RSUs on the fourth anniversary of the date of this Award Agreement. (c) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time of the occurrence of any of the following events or as otherwise set forth in this Section 5(c): (1ii) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned RSUs Performance Units on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end third anniversary of the Performance Period, date of this Award Agreement (the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; (2) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment"Measurement Date"), but only if such Termination and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal TotalShareholder Return Percentage of Employment is Performance Units for Which Conditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the result of a dismissal extent to which the Shareholder Return Goals have been met on or other action by before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(e)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoingTotal Shareholder Return Goals set forth above, if then the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse conditions with respect to the Earned RSUs Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Certification Date. If your Termination as a result of a dismissal or other action by Measurement Date and the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end remainder of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal Units will be forfeited to the Earned RSUs multiplied by Company. The Committee has the final authority to determine on a fractionnondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, in the numerator event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of which shall equal the number Peer Group but the Total Shareholder Return of fully and partially completed months of service during the Performance Period and Company is less than zero, then the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Award at the time of a “Change of Control” Total Shareholder Return Goal shall be removed as of the Company (as defined in Section 12(e)) but only if Measurement Date and the Committee reasonably determines in good faith before the occurrence remainder of the Change of Control that this Award Agreement shall not Performance Units will be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect forfeited to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUsCompany.

Lapse of Restrictions. (a) The Committee shall (i) determine whether 50 percent of the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination RSUs shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing designated as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned Service RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned Service RSUs in five equal installments of 20 percent each on March 15each of the first, 20 . Upon second, third, fourth and fifth anniversaries of the lapse date of this Award Agreement, such that the restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption 2(d)(ii) shall have lapsed with respect to 100 percent of such RSUsthe Service RSUs on the fifth anniversary of the date of this Award Agreement. (cii) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time 25 percent of the occurrence of any of the following events or RSUs shall be designated as otherwise set forth in this Section 5(c): (1) “Performance RSUs”. The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b2(d)(ii) shall lapse with respect to the Earned Performance RSUs on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end third anniversary of the Performance Period, date of this Award Agreement (the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; (2) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment“Measurement Date”), but only if such Termination and to the extent the Committee certifies in writing that the Performance Goals set forth in this subsection (ii) are met. The Performance Goals are as follows: aggregate Fully-Diluted Earnings Per Share of Employment is the result of a dismissal or other action by the Company for fiscal years , and : Performance Level Fully-Diluted Earnings Per Share Number of Performance RSUs for which Conditions are Satisfied Threshold Performance Goal $ __________ Target Performance Goal $ __________ The Committee shall certify on a nondiscretionary basis whether and the extent to which the Performance Goals have been met on or any before the date on which the Company is required to make a book-entry registration or issue a certificate for Restricted Shares relating to the achievement of its Affiliates and does not constitute a “Termination for Cause” (Performance Goals as defined set forth in Section 12(l)2(e)(v). Notwithstanding In the foregoing, if event the Certification Date Committee certifies that the Threshold Performance Goal has not occurred prior been met, then all of the Performance RSUs will be forfeited to the time of your Termination of Employment Company. In the event the Committee certifies that does not constitute a Termination for Causethe Company has achieved Fully-Diluted Earnings Per Share that are between the Threshold Performance Goal and the Target Performance Goal set forth above, then the restrictions described in Section 4(b) shall lapse conditions with respect to the Earned Performance RSUs shall be deemed to have been met for the number of Performance RSUs determined by linear interpolation between such Performance Levels and the restrictions on such Performance RSUs shall be removed as of the Certification Date. If your Termination as a result of a dismissal or other action by Measurement Date and the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end remainder of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal will be forfeited to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successorCompany. In the event this Award Agreement is honored or assumed by any successorthe Committee certifies that the Company has achieved the Target Performance Goal, the conditions shall be deemed to have been satisfied and the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse on all of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares Performance RSUs associated with such Target Performance Goal as provided in Section 2 in redemption set forth above shall be removed as of the RSUsMeasurement Date. The Committee has the final authority to determine whether the Performance Goals have been met and to what extent.

Lapse of Restrictions. (a) The Committee shall (i) determine whether the Company has achieved any of the performance goal goals for the period beginning January 1, 20 20_____ and ending December 31, 20 20_____ (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee based on the Company’s audited financial statements and (ii) certify in writing as to whether and at what level the each performance goal has been attained on or before March 1510, 20 20_____ (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the a performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal goals for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income for the Performance Period that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b) shall lapse with respect to _____ of the Earned RSUs on March 15, 20 20_____, another _____ of the Earned RSUs on March 15, 20_____, and the remainder of the Earned RSUs on March 15, 20_. Upon the lapse of such restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption of such RSUs. (c) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time of the occurrence of any of the following events or as otherwise set forth in this Section 5(c): (1) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 3612; (2) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l12(m)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of a dismissal or other action by the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 3612; or (3) The restrictions described in Section 4(b) shall lapse with respect to the Target Award any Earned RSUs at the time of your Termination of Employment within one year following a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control), but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Notwithstanding the foregoing, in the event of a Change of Control, unless provision is made in connection with such Change of Control for (x) assumption of this Award Agreement with appropriate adjustments that preserve the material terms and conditions of this Award Agreement as in effect immediately prior to the Change of Control or (y) substitution for such RSUs covered by this Award Agreement with new restricted stock units with appropriate adjustments as to the number and kinds of shares that preserve the material terms and conditions of such outstanding RSUs as in effect immediately prior to the Change of Control (including without limitation, the intrinsic value of the RSUs as of the Change of Control), the restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs immediately prior to such Change of Control. If the Certification Date has not occurred prior to the date on which the restrictions lapse under this clause (3), the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If an event described in this clause (3) occurs on a date which is prior to the end of the Performance Period, the restrictions shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 12. Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUs.

Lapse of Restrictions. The Participant accepts this Performance-Contingent Restricted Stock Award and agrees that the restrictions relative to the Award shall lapse only following the conclusion of the Performance Period and only to the extent the Administrator determines, in its sole discretion, that the Performance Contingency set forth on Appendix A to this Agreement has been met or exceeded. If the Administrator determines that: (a) The Committee shall (i) determine whether the Company has achieved the Target level of performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoingachieved, the actual amount of RSUs that are deemed restrictions relative to be Earned RSUs based on the Committee’s certification all of the achievement shares of Performance-Contingent Restricted Stock shall lapse and the performance goal for the Performance Period may be reduced by the Committee Participant shall become vested in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light all of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion.such shares, (b) The the Threshold level of performance has been achieved, the restrictions described in Section 4(b) relative to 50% of the shares of Performance-Contingent Restricted Stock shall lapse with respect to and the Earned RSUs on March 15Participant shall become vested in 50% of the Performance Contingent Restricted Stock, 20 . Upon the lapse of such restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption of such RSUs.or (c) Notwithstanding performance has been achieved between the provisions Threshold and Target levels of subsection (b) of this Section 5performance, the Administrator shall interpolate for performance between the Threshold and Target levels and shall determine the additional number of shares of Performance Contingent Restricted Stock as to which the restrictions described shall lapse, such additional number to be determined by the Administrator in Section 4(b) its discretion. Vesting of any shares under this Agreement shall lapse as described below at occur on the time date of the occurrence of any certification of the following events or as otherwise set forth in this Section 5(c): (1) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time satisfaction of the occurrence Performance Contingency by the Board of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoingDirectors; provided, that no shares shall vest if the Certification Date has not occurred Participant is terminated for Cause prior to the time vesting date. Any shares as to which any or all of your Termination the Performance Contingency has not been satisfied shall be forfeited. In addition, if a Participant dies during the Performance Period or leaves the employment of Employment as a result of your death the Company due to retirement (including early retirement and disability retirement) or Disability, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end of disability during the Performance Period, the restrictions described in Section 4(b) shall lapse Participant will be eligible to earn a prorated Award based on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed full months of service during the Performance Period and the denominator of which shall equal 36; (2) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of a dismissal or other action by the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end of Participant during the Performance Period, as the Administrator may determine, and will be eligible to receive the underlying shares if the Performance Contingency is satisfied and the restrictions described lapse as outlined in this Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUs5.

Lapse of Restrictions. (a) The Committee shall (i) determine whether the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b2(e)(ii) shall lapse with respect to the Earned RSUs in four equal installments of 25 percent each on March 15each of the first, 20 . Upon second, third and fourth anniversaries of the lapse date of this Award Agreement, such that the restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption 2(e)(ii) shall have lapsed with respect to 100 percent of such RSUsthe RSUs on the fourth anniversary of the date of this Award Agreement. (c) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time of the occurrence of any of the following events or as otherwise set forth in this Section 5(c): (1ii) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b2(e)(ii) shall lapse with respect to the Earned RSUs Performance Units on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end third anniversary of the Performance Period, date of this Award Agreement (the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; (2) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment"Measurement Date"), but only if such Termination of Employment is and to the result of extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: The Committee shall certify on a dismissal nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or other action by before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoingTotal Shareholder Return Goals set forth above, if then the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse conditions with respect to the Earned RSUs Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Certification Date. If your Termination as a result of a dismissal or other action by Measurement Date and the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end remainder of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal Units will be forfeited to the Earned RSUs multiplied by Company. The Committee has the final authority to determine on a fractionnondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, in the numerator event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the percentile of which shall equal the number Peer Group but the Total Shareholder Return of fully and partially completed months of service during the Performance Period and Company is less than zero, then the denominator of which shall equal 36; or (3) The restrictions described in Section 4(b) shall lapse conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Award at the time of a “Change of Control” Total Shareholder Return Goal shall be removed as of the Company (as defined in Section 12(e)) but only if Measurement Date and the Committee reasonably determines in good faith before the occurrence remainder of the Change of Control that this Award Agreement shall not Performance Units will be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect forfeited to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)). Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUsCompany.