Common use of Performance Shares Clause in Contracts

Performance Shares. a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: Performance Shares ------------------------------------------------------------------- Performance At Relative Return to Shareholders Return on Invested Capitol -------------- ------------------------------- -------------------------- Threshold 686 686 Target 1371 1371 Superior 2056 2056 b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure. c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x ------- AP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal. d. If the Company's actual performance for a performance measure is between "target" and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x -------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal. e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior.

Performance Shares. a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: -------------------------------------------------------------------------------- Performance Shares ------------------------------------------------------------------- -------------------------------------------------------------------------------- Performance At Relative Return to Shareholders Return on Invested Capitol -------------- ------------------------------- -------------------------- -------------------------------------------------------------------------------- Threshold 686 686 929 929 -------------------------------------------------------------------------------- Target 1371 1371 1858 1858 -------------------------------------------------------------------------------- Superior 2056 20562787 2787 -------------------------------------------------------------------------------- b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure. c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x ------- AP - TP -------- TAP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal. d. If the Company's actual performance for a performance measure is between "target" and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x AP - TAP -------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal. e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior.

Performance Shares. a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: Performance Shares ------------------------------------------------------------------- Performance At Relative Return to Shareholders Return on Invested Capitol -------------- ------------------------------- -------------------------- Threshold 686 686 432 432 Target 1371 1371 863 863 Superior 2056 20561295 1295 b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure. c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x ------- AP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal. d. If the Company's actual performance for a performance measure is between "target" and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x -------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal. e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior.

Performance Shares. a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: Performance Shares ------------------------------------------------------------------- Performance At Relative Return to Shareholders Return on Invested Capitol -------------- ------------------------------- -------------------------- Threshold 686 686 584 584 Target 1371 1371 1168 1168 Superior 2056 20561752 1752 b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure. c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x ------- AP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal. d. If the Company's actual performance for a performance measure is between "target" and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x -------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal. e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior.

Performance Shares. a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: Performance Shares ------------------------------------------------------------------- Performance At Relative Return to Shareholders Return on Invested Capitol -------------- ------------------------------- -------------------------- Threshold 686 686 914 914 Target 1371 1371 1828 1828 Superior 2056 20562742 2742 b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure. c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x ------- AP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal. d. If the Company's actual performance for a performance measure is between "target" and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x -------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal. e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior.

Performance Shares. a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: Performance Shares ------------------------------------------------------------------- Performance At PERFORMANCE SHARES PERFORMANCE AT Relative Return to Shareholders Return on Invested Capitol -------------- Capital --------------- ------------------------------- -------------------------- Threshold 686 686 ________ ________ Target 1371 1371 ________ ________ Superior 2056 2056________ ________ b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure. c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x AP - TP ------- AP TAP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal. d. If the Company's actual performance for a performance measure is between "target" and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x AP - TAP -------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal. e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior. f. As an alternative to the calculation of the amount of Performance Shares earned pursuant to Section 4 and Sections 5(a) through 5(e) above and in order for the potential Performance Share Award to be "banked" on a year-by-year basis, Participant shall earn an amount of Performance Shares equal to the total of Performance Shares earned in each of the three calendar years of the Performance Period as if the Company's actual performance had been measured at the end of each such year with one-third (1/3) of the Performance Shares being earned if, and to the extent that, the respective Performance Goal has been met for such year (with such calculations and goals herein applied as if each separate calendar year were a Performance Period). This Section 5(f) shall operate and Performance Shares will be earned hereunder if and only if the Participant would earn more Performance Shares as a result hereof than otherwise earned pursuant to this Agreement.

Performance Shares. a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: Performance Shares ------------------------------------------------------------------- ----------------------------------------------------------------------- Performance At Relative Return to Shareholders Return on Invested Capitol -------------- ------------------------- ------------------------------- -------------------------- Threshold 686 686 1858 1858 Target 1371 1371 3716 3716 Superior 2056 20565574 5574 b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure. c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x ------- AP - TP ---------- TAP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal. d. If the Company's actual performance for a performance measure is between "target" and target"and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x -------- AP - TAP ---------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal. e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior.

Performance Shares. a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: Performance Shares ------------------------------------------------------------------- ---------------------------------------------------------------------- Performance At Relative Return to Shareholders Return on Invested Capitol -------------- ------------------------------- -------------------------- Threshold 686 686 1533 1533 Target 1371 1371 3066 3066 Superior 2056 20564599 4599 b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure. c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x ------- AP - TP ---------- TAP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal. d. If the Company's actual performance for a performance measure is between "target" and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x -------- AP - TAP ---------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal. e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior.

Performance Shares. a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: -------------------------------------------------------------------------------- Performance Shares ------------------------------------------------------------------- -------------------------------------------------------------------------------- Performance At Relative Return to Shareholders Return on Invested Capitol -------------- ------------------------------- -------------------------- -------------------------------------------------------------------------------- Threshold 686 686 1162 1162 -------------------------------------------------------------------------------- Target 1371 1371 2323 2323 -------------------------------------------------------------------------------- Superior 2056 20563485 3485 -------------------------------------------------------------------------------- b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure. c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x ------- AP - TP --------- TAP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal. d. If the Company's actual performance for a performance measure is between "target" and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x AP - TAP -------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal. e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior.

Performance Shares. a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: -------------------------------------------------------------------------------- Performance Shares ------------------------------------------------------------------- -------------------------------------------------------------------------------- Performance At Relative Return to Shareholders Return on Invested Capitol -------------- ------------------------------- -------------------------- -------------------------------------------------------------------------------- Threshold 686 686 1162 1162 -------------------------------------------------------------------------------- Target 1371 1371 2323 2323 -------------------------------------------------------------------------------- Superior 2056 20563485 3485 -------------------------------------------------------------------------------- b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure. c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x ------- AP - TP -------- TAP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal. d. If the Company's actual performance for a performance measure is between "target" and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x AP - TAP -------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal. e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior.

Performance Shares. a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: Performance Shares ------------------------------------------------------------------- Performance At Relative Return to Shareholders Return on Invested Capitol -------------- ------------------------------- -------------------------- Threshold 686 686 2031 2031 Target 1371 1371 4061 4061 Superior 2056 20566092 6092 b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure. c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x ------- AP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal. d. If the Company's actual performance for a performance measure is between "target" and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x -------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal. e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior.