Common use of Return on Invested Capital Clause in Contracts

Return on Invested Capital. Subject to the TSR Modifier determined in accordance with Section 2 below, [ ] percent ([ ]%) of the Performance Share Units granted pursuant to this Award Agreement shall be earned based on the achievement of specified levels of ROIC (as defined below) for each of the Company’s [ ], [ ] and [ ] fiscal years (each a “Performance Period,” and collectively the “Performance Period”), in accordance with the following performance matrix specifying the applicable threshold, target and maximum performance and Achievement Levels for each Performance Period). Following the end of each Performance Period, the Administrator shall determine the level of achievement for such Performance Period, calculated as a percentage of the target level (the “Achievement Level”). After the end of the final Performance Period, but prior to the application of the TSR Modifier, the Administrator shall calculate the payout percentage of the portion of the Award relating to ROIC, which shall be equal to the average of the Achievement Levels for each of the Performance Periods. For purposes of this Agreement, “ROIC” shall mean the Company’s (i) Net Operating Profit for the Performance Period, divided by the sum of (ii) Average Net Working Capital for the four fiscal quarters during the Performance Period and (iii) Average Property, Plant and Equipment for the four fiscal quarters during the Performance Period, each as determined by the Administrator in a manner consistent with the Company’s financial statements. “Net Operating Profit” shall mean AIP Earnings (Earnings before interest, income taxes, depreciation and amortization, restructuring charges, integration and acquisition, changes in the LIFO reserve, non-restructuring pension charges, net, fair value adjustments related to contingent liabilities assumed in mergers and acquisitions and certain other adjustments)) minus depreciation minus amortization and then multiplied by 0.74. * For performance between the established levels, the Achievement Level will be based on linear interpolation between such levels.

Return on Invested Capital. Subject to the TSR Modifier determined in accordance with Section 2 below, [ ] percent ([ ](%) of the Performance Share Performance-Based Units granted pursuant to this Award Agreement shall be earned based on the achievement of specified levels of ROIC (as defined below) for each of the Company’s ’s[ ], [ ] and [ ] fiscal years (each a “Performance Period,” and collectively the “Performance Period”), in accordance with the following performance matrix specifying the applicable threshold, target and maximum performance and Achievement Levels for each Performance Period). Following the end of each Performance Period, the Administrator shall determine the level of achievement for such Performance Period, calculated as a percentage of the target level (the “Achievement Level”). After the end of the final Performance Period, but prior to the application of the TSR Modifier, the Administrator shall calculate the payout percentage of the portion of the Award relating to ROIC, which shall be equal to the average of the Achievement Levels for each of the Performance Periods. For purposes of this Agreement, “ROIC” shall mean the Company’s (i) Net Operating Profit for the Performance Period, divided by the sum of (ii) Average Net Working Capital for the four fiscal quarters during the Performance Period and (iii) Average Property, Plant and Equipment for the four fiscal quarters during the Performance Period, each as determined by the Administrator in a manner consistent with the Company’s financial statements. “Net Operating Profit” shall mean AIP Earnings Adjusted EBITDA (Earnings before interest, income taxes, depreciation and amortization, restructuring charges, integration and acquisition, stock-based compensation expense, changes in the LIFO reserve, non-restructuring asset impairment charges, non-restructuring severance charges, non-restructuring pension charges, net, fair value adjustments related to contingent liabilities assumed in mergers and acquisitions and certain other adjustments)) minus depreciation minus amortization and then multiplied by 0.74. Maximum [ ]% or Above [ ]% or Above [ ]% or Above [ ]% Target [ ]% [ ]% [ ]% 100% Threshold [ ]% [ ]% [ ]% [ ]% Below Threshold Below [ ]% Below [ ]% Below [ ]% 0% * For performance between the established levels, the Achievement Level will be based on linear interpolation between such levels.