Common use of Plan Overview Clause in Contracts

Plan Overview. The 2017 LTIP is a performance share unit (PSU) plan tied to measurement of currency neutral adjusted Earnings Per Share (Adjusted EPS) achievement over a one-, two-, and three-year period, with the earlier years weighted more heavily through the mechanics of the plan. A portion of the total award may be “banked” at the end of each year based on cumulative achievement, with final vesting not occurring until the end of the three-year performance period. Banked awards cannot be decreased based on performance in subsequent years. In addition, banked awards during year 1 are capped at 50% of the three-year target award, and cumulative banked awards after year 2 are capped at 80% of the three-year target award level. As such, target or above target awards can only be achieved if performance is at or above the three-year target performance goal. PSUs are a contingent right to receive one share of Common Stock of the Company upon vesting of the award. The target number of PSUs is determined at the time of grant (after converting the target grant value to PSUs), and the PSUs are scheduled to vest on the third anniversary of the Effective Grant Date. The actual number of PSUs that vest at the end of the three years can vary from 0% to 200% of target, based on achievement of Company-wide performance objectives over the three-year period, as detailed below. Achievement will be determined using currency neutral Adjusted EPS over one-, two- and three-year performance periods beginning January 1, 2017, with performance measured at the end of each time period. Adjusted EPS shall mean calculated EPS after taking into account extraordinary items including (a) extraordinary, unusual and/or nonrecurring items of gain or loss, (b) gains or losses on the disposition of a business, (c) changes in tax or accounting regulations or laws, or (d) the effects of a merger, acquisition, or divestiture, (e) asset write-downs, (f) litigation or claim judgments or settlements, (g) any accruals for reorganization and restructuring programs, and (h) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30, all of which must be identified in the audited financial statements, including footnotes, or in the Management’s Discussion and Analysis section of the Company’s annual report. Currency neutral shall mean the Company’s Adjusted EPS for the applicable performance period in local currency translated at the Company’s budgeted foreign currency exchange rates as set forth below: The annual and cumulative currency neutral Adjusted EPS targets and related award levels for each of the performance periods are summarized below. For years 1 and 2, goals above the target Adjusted EPS level are not applicable since payout levels above 100% can only be achieved if the three-year cumulative Adjusted EPS performance exceeds target. Further, the maximum award that can be achieved based solely on the first year’s performance is 50% of target and the maximum award that can be achieved based on the combined performance in years 1 and 2 is 80% of target. 1 Award levels are interpolated between the specified goals on an a straight line basis. 2 Award levels above 100% are not available until the completion of the full three-year performance period. If the vesting of the PSUs is accelerated in connection with a Change in Control prior to the completion of the performance period for the performance metric pursuant to paragraph 4(a) of the Agreement, the PSUs will vest upon closing of such Change in Control and be paid out at the target performance level.

Plan Overview. The 2017 2018-20 LTIP is a performance share unit (PSU) plan tied to measurement of currency neutral adjusted Earnings Per Share (Adjusted EPS) achievement over a one-, two-, and three-year period, with the earlier years weighted more heavily through the mechanics of the plan. A portion of the total award may be “banked” at the end of each year based on cumulative achievement, with final vesting not occurring until the end of the three-year performance period. Banked awards cannot be decreased based on performance in subsequent years. In addition, banked awards during year 1 are capped at 50% of the three-year target award, and cumulative banked awards after year 2 are capped at 80% of the three-year target award level. As such, target or above target awards can only be achieved if performance is at or above the three-year target performance goal. PSUs Performance share units are a contingent right to receive one share of Common Stock of the Company upon vesting of the award. The target number of PSUs performance share units is determined at the time of grant (after converting the target grant value to PSUsshare units), and the PSUs performance share units are scheduled to vest on the third anniversary of the Effective Grant Date. The actual number of PSUs units that vest at the end of the three years can vary from 0% to 200% of target, based on achievement of Companycompany-wide performance objectives over the three-year period, as detailed below. Achievement will be determined using currency neutral Adjusted EPS adjusted Earnings Per Share (EPS) over one-, two- and three-year performance periods beginning January 1, 20172018, with performance measured at the end of each time period. Adjusted EPS shall mean calculated EPS after taking into account extraordinary items including (a) extraordinary, unusual and/or nonrecurring non-recurring items of gain or loss, (b) gains or losses on the disposition of a business, (c) changes in tax or accounting regulations or laws, or (d) the effects of non-recurring transaction and transition costs related to a merger, acquisition, or divestiture, joint venture, or other strategic transaction, or financing transaction (e) asset write-downs, (f) litigation or claim claims judgments or settlements, (g) any accruals for reorganization and restructuring programs, and (h) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30, all of which must be identified in the audited financial statements, including footnotes, or in the Management’s Discussion and Analysis section of the Company’s annual report. Currency neutral shall mean the Company’s Adjusted adjusted EPS for the applicable performance period in local currency translated at the Company’s budgeted foreign currency exchange rates as set forth below: The annual and cumulative currency neutral Adjusted EPS targets and related award levels for each of the performance periods are summarized below. For years 1 and 2, goals above the target Adjusted EPS level are not applicable since payout levels above 100% can only be achieved if the three-year cumulative Adjusted EPS performance exceeds target. Further, the maximum award that can be achieved based solely on the first year’s performance is 50% of target and the maximum award that can be achieved based on the combined performance in years 1 and 2 is 80% of target. 1 Award levels are interpolated between the specified goals on an a straight line basis. 2 Award levels above 100% are not available until the completion of the full three-year performance period. If the vesting of the PSUs is accelerated in connection with a Change in Control prior to the completion of the performance period for the performance metric pursuant to paragraph 4(a) of the Agreement, the PSUs will vest upon closing of such Change in Control and be paid out at the target performance level.: