Common use of Performance Shares Clause in Contracts

Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 7 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 and will continue through December 31, 2015 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section 3 being “Earned Performance Shares”: Greater Than or Equal to ___% 2 x 50% x Target Performance Shares Equal to ___% 1 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to ___% 2 x 50% x Target Performance Shares Equal to ___% 1 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The aggregate number of Earned Performance Shares will equal the number of Performance Shares earned in respect of the Revenue Growth performance measure plus the number of Earned Performance Shares earned in respect of the Average ROIC performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.

Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 7 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 2021 and will continue through December 31, 2015 2023 (the “Performance Period”). 5035% of the Target Performance Shares will be earned based on the annual compounded revenue growth of Base Business Net Revenues (“Base Business Revenue Growth”) during the Performance Period, determined by comparing the Company’s Base Business Net Revenues for the Final Year of the Performance Period (as reported by the Company for the relevant year) with the Company’s Base Business Net Revenues for the Baseline Year, in each case Year (as reported in the consolidated statements of operations included in the Company’s audited financial statements by Company for the relevant year). After the Performance Period, Base Business Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Base Business Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the COVID-19 Net Revenue, Average ROIC ROIC, and Relative TSR performance measure measures described below in this Section 3 being “Earned Performance Shares”: ): Greater Than or Equal to ___% Greater Than or Equal to % but Less Than or Equal to %…………………………………... 2 x 5035% x Target Performance Shares1 x 35% x Target Performance Shares Equal to ___% 1 0.25 x 5035% x Target Performance Shares Less Than or Equal to ___% 0 x 5035% x Target Performance Shares *The Earnings Multiple for Base Business Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 5015% of the Target Performance Shares will be earned based on the Company’s average return cumulative COVID-19 Net Revenue (as defined in Appendix A) during the Performance Period. After the Performance Period, the COVID-19 Net Revenue will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the COVID-19 Net Revenue performance measure shall be based upon the following formula: Greater Than or Equal to $ Equal to $………………………………… 2 x 15% x Target Performance Shares1 x 15% x Target Performance Shares Equal to $ 0.25 x 15% x Target Performance Shares Less Than $ 0 x 15% x Target Performance Shares *The Earnings Multiple for COVID-19 Net Revenue between the percentages designated in the above table will be interpolated. 30% of the Target Performance Shares will be earned based on invested capital the Company’s Average ROIC (“Average ROIC”as defined in Appendix A) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to ___% Greater Than or Equal to % but Less Than or Equal to %…………………………... 2 x 5030% x Target Performance Shares1 x 30% x Target Performance Shares Equal to ___% 1 0.25 x 5030% x Target Performance Shares Less Than or Equal to ___% 0 x 5030% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The remaining 20% of the Target Performance Shares will be earned based on the Company’s Relative TSR (as defined in Appendix A) during the Performance Period. After the Performance Period, the Relative TSR will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Relative TSR performance measure shall be based upon the following formula: Greater Than or Equal to Percentile 2 x 20% x Target Performance Shares Equal to Percentile 1 x 20% x Target Performance Shares Equal to Percentile 0.5 x 20% x Target Performance Shares Less Than Percentile 0 x 20% x Target Performance Shares *The Earnings Multiple for Relative TSR between the percentiles designated in the above table will be interpolated. The aggregate number of Earned Performance Shares will equal the sum of the number of Performance Shares earned in respect of the Base Business Revenue Growth performance measure plus measure, the number of Performance Shares earned in respect of the COVID-19 Net Revenue performance measure, the number of Earned Performance Shares earned in respect of the Average ROIC performance measure and the number of Earned Performance Shares earned in respect of the Relative TSR performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.

Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 7 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 2018 and will continue through December 31, 2015 2020 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case (as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year) with the Company’s Net Revenues for the Baseline Year (as reported in the consolidated statements of operations included in the Company’s audited financial statements for the year, adjusted to reflect the impact of new revenue recognition rules applicable in 2018). After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section 3 being “Earned Performance Shares”: ): Greater Than or Equal to ___%Equal to % 2 x 50% x Target Performance Shares1 x 50% x Target Performance Shares Equal to ___% 1 0.75 x 50% x Target Performance Shares Equal to % 0.25 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x a Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to ___% 2 x 50% x Target Performance Shares Equal to ___% 1 x 50% x Target Performance Shares Equal to % 0.5 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The aggregate number of Earned Performance Shares will equal the sum of the number of Performance Shares earned in respect of the Revenue Growth performance measure plus and the number of Earned Performance Shares earned in respect of the Average ROIC performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.

Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 7 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 2015 and will continue through December 31, 2015 2017 (the “Performance Period”). 5040% of the Target Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section 3 being “Earned Performance Shares”: Greater Than or Equal to ___% 2 x 5040% x Target Performance Shares Equal to ___% 1 x 5040% x Target Performance Shares Equal to % 0.5 x 40% x Target Performance Shares Less Than or Equal to ___% 0 x 5040% x a Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 5035% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to ___% 2 x 5035% x Target Performance Shares Equal to ___% 1 x 5035% x Target Performance Shares Equal to % 0.5 x 35% x Target Performance Shares Less Than or Equal to ___% 0 x 5035% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The remaining 25% of the Target Performance Shares will be earned based on the Company’s total run rate savings (the “Total Invigorate Run Rate Savings”) from its Invigorate cost excellence program (“Invigorate”) during the Performance Period. After the Performance Period, the Total Invigorate Run Rate Savings will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Invigorate performance measure shall be based upon the following formula; provided, however, that the Compensation Committee in its discretion may determine that a lesser number of Earned Performance Shares will be issued: Greater Than or Equal to $ 2 x 25% x Target Performance Shares Equal to $ 1 x 25% x Target Performance Shares Equal to $ 0.5 x 25% x Target Performance Shares Less Than $ 0 x 25% x Target Performance Shares *The Earnings Multiple for Total Invigorate Run Rate Savings between the amounts designated in the above table will be interpolated. The aggregate number of Earned Performance Shares will equal the sum of the number of Performance Shares earned in respect of the Revenue Growth performance measure plus measure, the number of Earned Performance Shares earned in respect of the Average ROIC performance measuremeasure and the number of Earned Performance Shares earned in respect of the Invigorate performance measure (after taking into account the Compensation Committee’s exercise of negative discretion, if any). The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.

Performance Shares. Capitalized During the Employment Period, you will receive ------------------ performance shares (as defined in the Incentive Plan) of the Company's stock ("Performance Shares") pursuant to the Incentive Plan only in accordance with the following terms and conditions: (i) You will receive a grant (the "2003 Performance Share Grant") of Performance Shares in 2003 in respect of a performance period beginning on January 1, 2003 and concluding on December 31, 2005, and you will receive a grant (the "2004 Performance Share Grant") of Performance Shares in 2004 in respect of a performance period beginning on January 1, 2004 and concluding on December 31, 2006. You will receive no further grants of Performance Shares. For each of the 2003 Performance Share Grant and the 2004 Performance Share Grant, you will receive a number of Performance Shares having a target value equal to (x) (i) $7,000,000 divided by (ii) the value of one share of the Company's stock on the date of grant of such Performance Shares multiplied by (y) a number less than one (determined in the sole discretion of the Compensation Committee consistent with the methodology used for other senior executives) designed to reflect the risk of forfeiture. For each performance period, the Compensation Committee will set target performance levels, the degree of achievement of which will determine the number of Performance Shares distributed to you at the end of such performance period (or, in the case of the 2003 Performance Share Grant, upon your termination of employment). The performance criteria for this Section 3 without definition have the meanings set forth in Appendix A. The Employee purpose shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 7 based on include (a) total shareholder return over the number period of target the performance shares indicated for the Employee at the Site (“Target Performance Shares”) cycle versus peer group performance, and (b) cumulative earnings per share growth over the period of the performance cycle. (ii) You shall be fully vested in the 2003 Performance Share Grant if you remain continuously employed with the Company until December 31, 2005; provided, however, that you agree to defer distribution of any Performance Shares you earn pursuant to the 2003 Performance Share Grant until your termination of employment with the Company’s performance , and you acknowledge that during the Performance Period. Performance period of deferral your right to such shares will be measured as in no respect superior to the rights of general creditors of the Company. You shall be fully vested in the 2004 Performance Share Grant if you remain continuously employed with the Company until December 31, 2006. If, during any performance period, (A) your employment is terminated due to your death or Disability, then on the termination date you shall be fully vested in the right to receive a percentage of the Performance Shares to which you would have been entitled if you had continued your employment through the end of the performance period equal to the percentage of the performance period that began you were employed by the Company, or (B) your employment is terminated for any reason other than due to your death or Disability, you shall have no right to any Performance Shares with respect to such period, but the Committee, in its sole discretion, may award you a portion of the Performance Shares for such period if it deems such a partial award appropriate. (iii) Any shares of Company stock acquired pursuant to distribution of the Performance Shares subject to the 2004 Performance Share Grant shall be subject to the following restrictions on January 1sale and transferability (except as limited below): With respect to the net amount of Performance Shares distributed to you pursuant to the 2004 Performance Share Grant, 2013 you will be immediately permitted to sell 25% of such net amount of Performance Shares, and you will continue through be required to retain the remaining net amount of Performance Shares in accordance with the following: you will be permitted to sell half of such remaining net amount of Performance Shares only on or after December 31, 2015 (the “Performance Period”). 50% of the Target Performance Shares 2007, and you will be earned based on permitted to sell the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year remaining half of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section 3 being “Earned Performance Shares”: Greater Than or Equal to ___% 2 x 50% x Target Performance Shares Equal to ___% 1 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to ___% 2 x 50% x Target Performance Shares Equal to ___% 1 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The aggregate number of Earned Performance Shares will equal the number net amount of Performance Shares earned in respect only on or after December 31, 2008. The foregoing restrictions on sale and transferability shall be limited by each of the Revenue Growth performance measure plus following: (x) you shall be permitted at any time to transfer shares to any one or more of your spouse, children, or grandchildren, one or more trusts for the primary benefit of you or any or all of them, or limited partnerships or other entities wholly-owned by you or any one or more of the other individuals or entities referred to in this clause (x), provided that such transferred shares shall be deemed to be held by you for purposes of the restrictions on sale and transfer under this Section 4(f)(iii), (y) the restrictions on sale and transfer shall not apply to any involuntary transfer or a transfer by operation of law, such as upon the consummation of a merger or in connection with a bankruptcy proceeding, and (z) the restrictions on sale and transfer shall automatically terminate upon your death or your Disability. Additionally, upon a termination of your employment by the Company without Cause or by you for Good Reason, the Company shall determine in good faith whether to waive the foregoing restrictions on sale and transferability, it being agreed that the Company will, in making such determination, operate under a presumption that such restrictions shall generally be waived. For purposes of this Section 4(f)(iii), the net amount of Performance Shares distributed to you in any distribution of Performance Shares shall equal (A) the gross number of Earned Performance Shares earned shares that you earn minus (B) any such shares which are not distributed to you in respect order to satisfy applicable tax withholding (or which are sold by you to reimburse yourself for any advance of the Average ROIC performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Sharesany such withholding).

Performance Shares. Capitalized terms used in this Section 3 without definition have In addition to the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 7 based on Exchange Shares, Puget will reserve additional shares of its Class B Convertible Preferred Stock (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) for potential future issuance to the CompanyGlades Group segment of NHC for redistribution among its employees, potentially including the Glades Securities Holders, based on their contributions to development of NHC’s performance business, in annual installments as follows: A. The total number of Performance Shares shall be based on the sum of $200,000 divided by the last sales price therefor reported at the close of business during the Performance Period. Performance will be measured as of ten business days preceding the end of the performance period that began on January applicable year set forth below. 1, 2013 and will continue through . For the year ended December 31, 2015 2022, an amount equal to one half of the Performance Shares if Glades together with its consolidated subsidiaries has earned, on an accrual basis in accordance with GAAP, Net, Post-Tax Profits of not less than $1,000,000; and 2. For the year ended December 31, 2023, an amount equal to one half of the Performance Shares if Glades together with its consolidated subsidiaries has earned, on an accrual basis in accordance with GAAP, Net, Post-Tax Profits of not less than $2,000,000. B. In the event that the foregoing Net, Post-Tax Profits (determined under the “Performance Period”)cash method of accounting in compliance with GAAP) are not attained during the time periods set, then: 1. 50If the Net, Post-Tax Profits (determined under the cash method of accounting in compliance with GAAP) are less than 33% of the Target required threshold during any subject 12 month period, the Performance Shares for such period will be forfeited; 2. If the Net, Post-Tax Profits (determined under the cash method of accounting in compliance with GAAP) are between 33% and 80% of the required threshold during any subject 12 month period, the Performance Shares for such period and the required threshold will be carried over to the next year, increasing both the aggregate threshold and the aggregate shares attainable for such year; and 3. If the Net, Post-Tax Profits (determined under the cash method of accounting in compliance with GAAP) are between 80% and 100% of the required threshold during the subject 12 month period, the Performance Shares for such period will be prorated. C. In each of the foregoing instances, the holders of such securities may be granted piggyback registration rights (i.e., in the event that Puget files a registration statement for any of its securities, it will, on request, include the Performance Shares received facilitating their resale prior to the time otherwise applicable holding period would have expired); however, in such case, there likely to be contractual restrictions on sales as a condition to such registration. D. The Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year issued as follows: 1. Within ten days after delivery of the Performance Period with Puget consolidated audit (including the CompanyGlades Group’s Net Revenues for the Baseline Year, in each case financial results as reported in the consolidated statements a segment of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and NHC) on which the number of Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section 3 being “Earned Performance Shares”: Greater Than or Equal to ___% 2 x 50% x Target Performance Shares Equal to ___% 1 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on based, Puget will deliver to the CompanyGlades Group’s average return on invested capital (“Average ROIC”) during Attorney-in-Fact an original directive comprised of a cover letter to Puget’s transfer agent directing it to issue the Performance Period. After Shares called for at Puget’s expense, a corporate resolution authorizing and directing the issuance of the Performance PeriodShares and an opinion of counsel to Puget, directed to Puget’s transfer agent, authorizing the Average ROIC will be calculated and issuance of the number of Earned Performance Shares which the Glades Group’s Attorney-in-Fact will cause to be issued (subject delivered to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to ___% 2 x 50% x Target Performance Shares Equal to ___% 1 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The aggregate number of Earned Performance Shares will equal the number of Performance Shares earned in respect of the Revenue Growth performance measure plus the number of Earned Performance Shares earned in respect of the Average ROIC performance measurePuget’s transfer agent. 2. The maximum number Glades Securities Holders will thereupon allocate the Performance shares among the employees of Earned Performance Shares is 2x its segment of NHC, possibly including the number of Target Performance SharesGlades Securities Holders, as they shall have determined appropriate.

Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 7 8 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 2025, and will continue through December 31, 2015 2027 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded revenue growth of Net Revenues (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period (as reported by the Company for the relevant year) with the Company’s Net Revenues for the Baseline Year, in each case Year (as reported in the consolidated statements of operations included in the Company’s audited financial statements by Company for the relevant year). After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 7 8 and withholding of taxes under Section 1415) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC and Relative TSR performance measure measures described below in this Section 3 being “Earned Performance Shares”: ): Greater Than or Equal to ___% Equal to % 2 x 50% x Target Performance Shares 1 x 50% x Target Performance Shares Equal to ___% 1 0.25 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 5030% of the Target Performance Shares will be earned based on the Company’s average return on invested capital Average ROIC (“Average ROIC”as defined in Appendix A) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 8 and withholding of taxes under Section 1415) in respect of the Average ROIC performance measure shall be based upon the following formula: Equity Award Agreement Page | 3 Greater Than or Equal to ___% Equal to % 2 x 5030% x Target Performance Shares 1 x 30% x Target Performance Shares Equal to ___% 1 0.25 x 5030% x Target Performance Shares Less Than or Equal to ___% 0 x 5030% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The remaining 20% of the Target Performance Shares will be earned based on the Company’s Relative TSR (as defined in Appendix A) during the Performance Period. After the Performance Period, the Relative TSR will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Relative TSR performance measure shall be based upon the following formula: Greater Than or Equal to 75th Percentile 2 x 20% x Target Performance Shares Equal to 50th Percentile 1 x 20% x Target Performance Shares Equal to 25th Percentile 0.5 x 20% x Target Performance Shares Less Than 25th Percentile 0 x 20% x Target Performance Shares *The Earnings Multiple for Relative TSR between the percentiles designated in the above table will be interpolated. † Notwithstanding the formula set forth in the table, the Earnings Multiple shall be no greater than 1.25x if the Company’s TSR for the Performance Period is negative. The aggregate number of Earned Performance Shares will equal the sum of the number of Performance Shares earned in respect of the Revenue Growth performance measure plus measure, the number of Earned Performance Shares earned in respect of the Average ROIC performance measure and the number of Earned Performance Shares earned in respect of the Relative TSR performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.

Performance Shares. Capitalized In addition to the Base Salary and Annual Bonus provided to the Executive pursuant to Article 4, the Board, in its discretion and during the Term, may grant performance shares to the Executive pursuant to such performance share plan (a “Performance Share Plan”) as applies to senior executive officers of the Company, as determined by the Board from time to time, subject to terms used specified below in this Section 3 without definition have Article 5.3; provided, however, in the meanings first quarter of calendar year 2006, the Board shall make a single grant for the award cycle 2006-2008 of not less than 270,000 shares of common stock of the Company to Executive if Executive is employed by the Company on the grant date. Subject to the provisions of this Agreement, such performance shares shall vest or be forfeited based upon the degree to which the Executive achieves threshold, target and outstanding performance goals as determined by the Board, with not less than the specified minimum portions of such performance shares vesting as set forth in Appendix A. The Employee shall the table below; provided, however, that to the extent that the Board is contemporaneously making performance share grants to other executives of the Company, the performance goals representing threshold, target and outstanding performance will be eligible developed based upon the goals that are established for the performance share opportunities granted to receive such other executives, but adjusted to reflect any differences between the length of Executive’s performance period and vest the length of the other executives’ performance period. Outstanding 270,000 0 Target 180,000 90,000 Threshold 60,000 210,000 Less than threshold 0 270,000 Except as otherwise provided by the Board in Shares as provided in this Section 3 the performance share grant document, if the Executive’s performance results at the end of the applicable performance period are either between the threshold and Section 7 based on (a) target performance levels or between the target and outstanding performance levels, linear interpolation will be used to determine the number of performance shares that will vest. If the Executive’s employment is terminated by reason of death, Total Disability, by the Company for any reason other than for Cause or by the Executive for Good Reason, the Executive’s performance shares which then remain outstanding and for which the applicable performance period has not ended as of the date of such termination shall immediately become vested at the target performance shares indicated for the Employee level and, if at the Site end of any such performance period, it is determined (“Target Performance Shares”) and (b) in accordance with the Company’s performance during the Performance Period. Performance will be measured as of equity incentive plan based on results at the end of the performance period period) that began on January 1, 2013 the target performance goals were exceeded and will continue through December 31, 2015 (the “Performance Period”). 50% Executive would have been entitled to vesting of an additional number of performance shares in excess of target had the Executive remained employed until the end of the Target Performance Shares will performance period, then the Executive shall become immediately vested in such number of additional performance shares. If Executive’s employment is terminated for reasons other than those described in this paragraph prior to the end of any performance period, all such performance shares granted for which performance periods are not yet completed shall be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing forfeited to the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section 3 being “Earned Performance Shares”: Greater Than or Equal to ___% 2 x 50% x Target Performance Shares Equal to ___% 1 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to ___% 2 x 50% x Target Performance Shares Equal to ___% 1 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The aggregate number of Earned Performance Shares will equal the number of Performance Shares earned in respect of the Revenue Growth performance measure plus the number of Earned Performance Shares earned in respect of the Average ROIC performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.

Performance Shares. Capitalized You were granted a target award of 22,500 (pre-split) Performance Shares on July 22, 1996 under the 1996-98 Performance Share Plan. According to the terms used in this Section 3 without definition have of the meanings set forth in Appendix A. The Employee shall be eligible to receive Plan, shares will vest on a pro rata basis and vest in Shares as provided in this Section 3 and Section 7 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of paid following the end of the measurement period (12/31/98), provided the performance period that began criteria have been satisfied. As you will have been on January 1payroll during the entire 36-month measurement period, 2013 you will vest in 100% of the award you otherwise would have earned, if any, at the end of the measurement period. The actual number of shares awarded could exceed or be less than your target award based on the Company's performance. You were granted a target award of 22,500 (pre-split) Performance Shares on July 21, 1997 under the 1997-99 Performance Share Plan. According to the terms of the Plan, shares will vest on a pro rata basis and will be paid following the end of the measurement period (12/31/99) provided the performance criteria have been satisfied. As you will have been on payroll during 24 months of the 36-month measurement period, you will vest in 66.7% of the award you otherwise would have earned, if any, at the end of the measurement period. The actual number of shares awarded could exceed or be less than your target award based on the Company's performance. You were granted a target award of 29,400 (post-split) Performance Shares on July 15, 1998, under the 1998-00 Performance Share Plan. According to the terms of the Plan, shares will vest on a pro rata basis and will be paid following the end of the measurement period (12/31/00), provided the performance criteria have been satisfied. As you will have been on payroll during 12 months of the 36-month measurement period, you will vest in 33.3% of the award you otherwise would have earned, if any, at the end of the measurement period. The actual number of shares awarded could exceed or be less than your target award based on the Company's performance. The payment of any award of performance shares is subject to the approval of the Compensation Committee. See Exhibit A for more detailed information concerning Performance Shares. Pension Benefit You are fully vested in your pension benefits . You will continue to accrue credited service and pensionable earnings under the Retirement Benefit Plan (RBP) and the Supplemental Executive Retirement Program (SERP) while you remain on payroll through December 31, 2015 (the “Performance Period”)1998. 50% You currently do not have an RBP or SERP Pension Benefit Election Form on file. Since you are within one year of the Target Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section 3 being “Earned Performance Shares”: Greater Than or Equal to ___% 2 x 50% x Target Performance Shares Equal to ___% 1 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Periodyour retirement date, the Average ROIC will be calculated and the number election of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding any form of taxes under Section 14) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to ___% 2 x 50% x Target Performance Shares Equal to ___% 1 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The aggregate number of Earned Performance Shares will equal the number of Performance Shares earned in respect of the Revenue Growth performance measure plus the number of Earned Performance Shares earned in respect of the Average ROIC performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.payment other

Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 7 8 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 2024, and will continue through December 31, 2015 2026 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded revenue growth of Net Revenues (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period (as reported by the Company for the relevant year) with the Company’s Net Revenues for the Baseline Year, in each case Year (as reported in the consolidated statements of operations included in the Company’s audited financial statements by Company for the relevant year). After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 7 8 and withholding of taxes under Section 1415) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC and Relative TSR performance measure measures described below in this Section 3 being “Earned Performance Shares”: ): Greater Than or Equal to ___% Equal to %………………………………... 2 x 50% x Target Performance Shares 1 x 50% x Target Performance Shares Equal to ___% 1 0.25 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 5030% of the Target Performance Shares will be earned based on the Company’s average return on invested capital Average ROIC (“Average ROIC”as defined in Appendix A) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 8 and withholding of taxes under Section 1415) in respect of the Average ROIC performance measure shall be based upon the following formula: Equity Award Agreement [Grant Date] Page | 3 Greater Than or Equal to ___% Equal to % …………………………... 2 x 5030% x Target Performance Shares 1 x 30% x Target Performance Shares Equal to ___% 1 0.25 x 5030% x Target Performance Shares Less Than or Equal to ___% 0 x 5030% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The remaining 20% of the Target Performance Shares will be earned based on the Company’s Relative TSR (as defined in Appendix A) during the Performance Period. After the Performance Period, the Relative TSR will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Relative TSR performance measure shall be based upon the following formula: Greater Than or Equal to Percentile 2 x 20% x Target Performance Shares Equal to Percentile 1 x 20% x Target Performance Shares Equal to Percentile 0.5 x 20% x Target Performance Shares Less Than Percentile 0 x 20% x Target Performance Shares *The Earnings Multiple for Relative TSR between the percentiles designated in the above table will be interpolated. † Notwithstanding the formula set forth in the table, the Earnings Multiple shall be no greater than 1.25x if the Company’s TSR for the Performance Period is negative. The aggregate number of Earned Performance Shares will equal the sum of the number of Performance Shares earned in respect of the Revenue Growth performance measure plus measure, the number of Earned Performance Shares earned in respect of the Average ROIC performance measure and the number of Earned Performance Shares earned in respect of the Relative TSR performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.

Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 7 8 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 and will continue through December 31, 2015 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 7 8 and withholding of taxes under Section 1415) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section 3 Section, being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 Greater Than or Equal to ___5.0% 2 x 50% x Target Performance Shares Equal to ___2.4% 1 x 50% x Target Performance Shares Less Than or Equal to ___0% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 8 and withholding of taxes under Section 1415) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to ___12.76% 2 x 50% x Target Performance Shares Equal to ___11.60% 1 x 50% x Target Performance Shares Less Than or Equal to ___10.44% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The aggregate number of Earned Performance Shares will equal the number of Performance Shares earned in respect of the Revenue Growth performance measure plus the number of Earned Performance Shares earned in respect of the Average ROIC performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.