Common use of Vesting; Payment Clause in Contracts

Vesting; Payment. Vesting of the Performance Units is contingent upon achievement of performance targets for the period from October 1, ____ through September 30, _____ (the “Performance Period”). Provided that such Performance Units have not been forfeited pursuant to Section 5 below, a number of Performance Units will vest on the last date of the Performance Period (the “Vesting/Payment Date”) as follows. Whether and to what extent the Target Performance Units shall vest shall be determined by comparing the Company’s Adjusted Cumulative Earnings Per Share (“EPS”) and Free Cash Flow as a Percentage of Sales (“FCF”) during the Performance Period. Threshold, target, and stretch performance during the Performance Period are set forth in the chart below: Upon attainment of “threshold” performance for the Performance Period in either EPS or FCF, 25% of the Target Performance Units will vest, with 50% of such Target performance Units vesting upon attainment of “threshold” performance for both EPS and FCF. Upon attainment of “target” performance for the Performance Period in either EPS or FCF, 50% of the Target Performance Units will vest, with 100% of such Target performance Units vesting upon attainment of “target” performance for both EPS and FCF. Upon attainment of “stretch” performance for the Performance Period in either EPS or FCF, 100% of the Target Performance Units will vest, with 200% of such Target performance Units vesting upon attainment of “stretch” performance for both EPS and FCF. In the event either EPS or FCF performance is between threshold and target or target and stretch performance for a Performance Period, the awards will proportionally vest between 25% and 50% or 50% and 100% proportionally, based upon linear interpolation with increases at 1/10th of 1% increments between each percentage. No payment under this performance goal will be made for Company performance below threshold. For purposes of this Agreement, Adjusted Cumulative Earnings Per Share means the cumulative “diluted earnings per share”, (determined in accordance with generally accepted accounting principles) as reasonably determined by the Company and approved by the Committee, adjusted to account for: ◦ the effects of acquisitions; divestitures; stock split-ups; stock dividends or distributions; recapitalizations; warrants or rights issuances or combinations; exchanges or reclassifications with respect to any outstanding class or series of the Company’s common stock; ◦ a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ the exclusion of non-consolidated subsidiaries; ◦ unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ unusual or extraordinary items (as reported within our external filings). For purposes of this Agreement, Free Cash Flow as a Percentage of Sales means the Free Cash Flow generated during the Performance Period divided by the sales during the Performance Period. For purposes of this Agreement Free Cash Flow means Free cash flow means net earnings plus depreciation and amortization plus share based payments plus changes in working capital plus changes in other assets and liabilities minus capital expenditures. For purposes of this definition, working capital is measured at the beginning and the end of the Performance Period, and consists of (i) accounts receivables less the portion of accrued liabilities representing trade allowance, plus (ii) inventories minus (iii) accounts payable. All inputs used in calculating Free Cash Flow shall be adjusted for: ◦ the effects of acquisitions; divestitures; or recapitalizations; ◦ a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ the exclusion of non-consolidated subsidiaries; ◦ unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ unusual or extraordinary items (as reported within our external filings). For purposes of this Agreement, Free Cash Flow as a Percentage of Sales and all relevant inputs shall be determined on a global basis for the Company. Any adjustments under the terms of this Agreement shall be determined by the Human Capital Committee of the Board of Directors of the Company (“Committee”) in its sole and absolute discretion until the Vesting/Payment Date. The Committee may also otherwise reduce or eliminate any vesting called for by the terms of this Agreement at any time in its sole and absolute discretion until the Vesting/Payment Date. Upon vesting, as described above, the Company shall transfer to the Recipient or his or her beneficiary one share of the Company’s $0.01 par value Common Stock (“Common Stock”) for each Performance Unit that so vests on the last day of the Performance Period. Such shares of Common Stock shall be issued to the Recipient or his or her beneficiary on the Vesting/Payment Date and shall be valued as of market close on September 28, 2018. Any Performance Units that are scheduled to vest on such Vesting/Payment Date that do not so vest because the threshold performance criteria related to such Performance Units was not achieved shall be forfeited and the Recipient and his or her beneficiaries will have no further rights with respect thereto.

Vesting; Payment. Vesting of the Performance Units Equivalents is contingent upon achievement of performance targets for the period from October 1, ____ through September 30, _____ (the “Performance Period”). Provided that such Performance Units Equivalents have not been forfeited pursuant to Section 5 below, a number of Performance Units Equivalents will vest on the last date that the Company publicly releases earnings results for the third fiscal year of the Performance Period (the “Vesting/Payment Date”) as follows. Whether and to what extent the Target Performance Units Equivalents shall vest shall be determined by comparing the Company’s Adjusted Cumulative Earnings Per Share (“EPS”) and Free Cash Flow as a Percentage of Sales (“FCF”) during the Performance Period. Threshold, target, and stretch performance during the Performance Period are set forth in the chart below: Metric Cumulative Adjusted Earnings Per Share (50%) Performance Level Threshold Target Stretch Goal Metric Free Cash Flow as a Percentage of Sales (50%) Performance Level Threshold Target Stretch Goal Upon attainment of “threshold” performance for the Performance Period in either EPS or FCF, 25% of the Target Performance Units Equivalents will vest, with 50% of such Target performance Units Equivalents vesting upon attainment of “threshold” performance for both EPS and FCF. Upon attainment of “target” performance for the Performance Period in either EPS or FCF, 50% of the Target Performance Units Equivalents will vest, with 100% of such Target performance Units Equivalents vesting upon attainment of “target” performance for both EPS and FCF. Upon attainment of “stretch” performance for the Performance Period in either EPS or FCF, 100% of the Target Performance Units Equivalents will vest, with 200% of such Target performance Units Equivalents vesting upon attainment of “stretch” performance for both EPS and FCF. In the event either EPS or FCF performance is between threshold and target or target and stretch performance for a Performance Period, the awards will proportionally vest between 25% and 50% or 50% and 100% proportionally, based upon linear interpolation with increases at 1/10th of 1% increments between each percentage. No payment under this performance goal will be made for Company performance below threshold. For purposes of this Agreement, Adjusted Cumulative Earnings Per Share means the cumulative “diluted earnings per share”, ” (determined in accordance with generally accepted accounting principles) as reasonably determined publicly reported by the Company and approved by over the CommitteePerformance Period, adjusted to account for: ◦ • the effects of acquisitions; divestitures; stock split-ups; stock dividends or distributions; recapitalizations; warrants or rights issuances or combinations; exchanges or reclassifications with respect to any outstanding class or series of the Company’s common stock; ◦ • a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ • any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ • the exclusion of non-consolidated subsidiaries; ◦ • unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ • costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ • unusual or extraordinary items (as reported within our external filings). ) For purposes of this Agreement, Free Cash Flow as a Percentage of Sales means the Free Cash Flow generated during the Performance Period divided by the sales during the Performance Period. For purposes of this Agreement Free Cash Flow means Free is defined as net cash flow means net earnings plus depreciation and amortization plus share based payments plus changes in working capital plus changes in other assets and liabilities minus provided by operating activities reduced by capital expenditures. For purposes of this definition, working capital is measured at the beginning and the end net of the Performance Period, and consists of (i) accounts receivables less the portion of accrued liabilities representing trade allowance, plus (ii) inventories minus (iii) accounts payableproceeds from asset sales. All inputs used in calculating Free Cash Flow shall be adjusted for: ◦ • the effects of acquisitions; divestitures; or recapitalizations; ◦ • a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ • any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ • the exclusion of non-consolidated subsidiaries; ◦ • unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ • costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ • unusual or extraordinary items (as reported within our external filings). For purposes of this Agreement, Free Cash Flow as a Percentage of Sales and all relevant inputs shall be determined on a global basis for the Company. Any adjustments under the terms of this Agreement shall be determined by the Human Capital Committee of the Board of Directors of the Company (“Committee”) in its sole and absolute discretion until the Vesting/Payment Date. The Committee may also otherwise reduce or eliminate any vesting called for by the terms of this Agreement at any time in its sole and absolute discretion until the Vesting/Payment Date. Upon vesting, as described above, the Company shall transfer to the Recipient or his or her beneficiary one share of the Company’s $0.01 par value Common Stock (“Common Stock”) for each Performance Unit that so vests on the last day of the Performance Period. Such shares of Common Stock shall be issued to the Recipient or his or her beneficiary on the Vesting/Payment Date and shall be valued as of market close on September 28, 2018. Any Performance Units that are scheduled to vest on such Vesting/Payment Date that do not so vest because the threshold performance criteria related to such Performance Units was not achieved shall be forfeited and the Recipient and his or her beneficiaries will have no further rights with respect thereto.

Vesting; Payment. Vesting of the Performance Units is contingent upon achievement of performance targets for the period from October 1, ____ through September 30, _____ (the “Performance Period”). Provided that such Performance Units have not been forfeited pursuant to Section 5 below, a number of Performance Units will vest on the last date the Human Capital Committee of the Board of Directors of the Company (the “Committee”) certifies and approves the results for the Performance Period (the “Vesting/Payment Date”) as follows. Whether and to what extent the Target Performance Units shall vest shall will be determined by comparing based on the Company’s Adjusted Cumulative Earnings Per Share (“EPS”) and Free Cash Flow as a Percentage of Sales the Company’s total shareholder return (“FCFTSR”) relative to the TSR of a Peer Group (as defined below) (“Relative TSR”) during the Performance Period. Threshold, target, and stretch performance during the Performance Period are set forth in the chart tables below: Goal $____ $____ $____ Threshold 25th Target 50th Stretch 75th Upon attainment of “threshold” performance for the Performance Period in either EPS or FCFRelative TSR, 25% of the Target Performance Units will vest, with 50% of such Target performance Performance Units vesting upon attainment of “threshold” performance for both EPS and FCFRelative TSR. Upon attainment of “target” performance for the Performance Period in either EPS or FCFRelative TSR, 50% of the Target Performance Units will vest, with 100% of such Target performance Performance Units vesting upon attainment of “target” performance for both EPS and FCFRelative TSR. Upon attainment of “stretch” performance for the Performance Period in either EPS or FCFRelative TSR, 100% of the Target Performance Units will vest, with 200% of such Target performance Performance Units vesting upon attainment of “stretch” performance for both EPS and FCFRelative TSR. In the event either EPS or FCF Relative TSR performance is between threshold and target or target and stretch performance for a Performance Period, the awards will proportionally vest between 25% and 50% or 50% and 100% proportionally, based upon linear interpolation with increases at 1/10th of 1% increments between each percentage. No payment under this performance goal will be made for Company performance below threshold. In the event the Company has a negative actual TSR performance for the Performance Period, the Target Performance Units shall vest no more than 100% of such Target Performance Units, irrespective of the Company’s ranking among the Peer Group (as defined below). For purposes of this Agreement, Adjusted Cumulative Earnings Per Share means the cumulative “diluted earnings per share”, ” (determined in accordance with generally accepted accounting principles) ), as reasonably determined by the Company and approved by the Committee, adjusted to account for: ◦ • the effects of acquisitions; divestitures; stock split-ups; stock dividends or distributions; recapitalizations; warrants or rights issuances or combinations; exchanges or reclassifications with respect to any outstanding class or series of the Company’s common stock; ◦ • a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ • any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ • the exclusion of non-consolidated subsidiaries; ◦ • unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ • costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ • unusual or extraordinary items (as reported within our the Company’s external filings). For purposes of this Agreement, Free Cash Flow as a Percentage of Sales means the Free Cash Flow generated during the Performance Period divided by the sales during the Performance Period. For purposes of this Agreement Free Cash Flow means Free cash flow means net earnings plus depreciation and amortization plus share based payments plus changes in working capital plus changes in other assets and liabilities minus capital expenditures. For purposes of this definition, working capital is measured at the beginning and the end of the Performance Period, and consists of (i) accounts receivables less the portion of accrued liabilities representing trade allowance, plus (ii) inventories minus (iii) accounts payable. All inputs used in calculating Free Cash Flow shall be adjusted for: ◦ the effects of acquisitions; divestitures; or recapitalizations; ◦ a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ the exclusion of non-consolidated subsidiaries; ◦ unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ unusual or extraordinary items (as reported within our external filings). For purposes of this Agreement, Free Cash Flow as a Percentage of Sales and all relevant inputs shall be determined on a global basis for the Company. Any adjustments under the terms of this Agreement shall be determined by the Human Capital Committee of the Board of Directors of the Company (“Committee”) in its sole and absolute discretion until the Vesting/Payment Date. The Committee may also otherwise reduce or eliminate any vesting called for by the terms of this Agreement at any time in its sole and absolute discretion until the Vesting/Payment Date. Upon vesting, as described above, the Company shall transfer to the Recipient or his or her beneficiary one share of the Company’s $0.01 par value Common Stock (“Common Stock”) for each Performance Unit that so vests on the last day of the Performance Period. Such shares of Common Stock shall be issued to the Recipient or his or her beneficiary on the Vesting/Payment Date and shall be valued as of market close on September 28, 2018. Any Performance Units that are scheduled to vest on such Vesting/Payment Date that do not so vest because the threshold performance criteria related to such Performance Units was not achieved shall be forfeited and the Recipient and his or her beneficiaries will have no further rights with respect thereto.

Vesting; Payment. Vesting of the Performance Units is contingent upon achievement of performance targets for the period from October 1, _____ through September 30, _____ (the “Performance Period”). Provided that such Performance Units have not been forfeited pursuant to Section 5 below, a number of Performance Units will vest on the last date the Human Capital Committee of the Board of Directors of the Company (the “Committee”) certifies and approves the results for the Performance Period (the “Vesting/Payment Date”) as follows. Whether and to what extent the Target Performance Units shall vest shall will be determined by comparing based on the Company’s Adjusted Cumulative Earnings Per Share (“EPS”) and Free Cash Flow as a Percentage of Sales the Company’s total shareholder return (“FCFTSR”) relative to the TSR of a Peer Group (as defined below) (“Relative TSR”) during the Performance Period. Threshold, target, and stretch performance during the Performance Period are set forth in the chart tables below: Goal $ $ $ Threshold 25th Target 50th Stretch 75th Upon attainment of “threshold” performance for the Performance Period in either EPS or FCFRelative TSR, 25% of the Target Performance Units will vest, with 50% of such Target performance Performance Units vesting upon attainment of “threshold” performance for both EPS and FCFRelative TSR. Upon attainment of “target” performance for the Performance Period in either EPS or FCFRelative TSR, 50% of the Target Performance Units will vest, with 100% of such Target performance Performance Units vesting upon attainment of “target” performance for both EPS and FCFRelative TSR. Upon attainment of “stretch” performance for the Performance Period in either EPS or FCFRelative TSR, 100% of the Target Performance Units will vest, with 200% of such Target performance Performance Units vesting upon attainment of “stretch” performance for both EPS and FCFRelative TSR. In the event either EPS or FCF Relative TSR performance is between threshold and target or target and stretch performance for a Performance Period, the awards will proportionally vest between 25% and 50% or 50% and 100% proportionally, based upon linear interpolation with increases at 1/10th of 1% increments between each percentage. No payment under this performance goal will be made for Company performance below threshold. In the event the Company has a negative Relative TSR performance for the Performance Period, the Target Performance Units shall vest no more than 100% of such Target Performance Units, irrespective of the Company’s ranking among the Peer Group (as defined below). For purposes of this Agreement, Adjusted Cumulative Earnings Per Share means the cumulative “diluted earnings per share”, ” (determined in accordance with generally accepted accounting principles) ), as reasonably determined by the Company and approved by the Committee, adjusted to account for: ◦ • the effects of acquisitions; divestitures; stock split-ups; stock dividends or distributions; recapitalizations; warrants or rights issuances or combinations; exchanges or reclassifications with respect to any outstanding class or series of the Company’s common stock; ◦ • a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ • any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ • the exclusion of non-consolidated subsidiaries; ◦ • unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ • costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ • unusual or extraordinary items (as reported within our external filings). For purposes of this Agreement, Free Cash Flow as a Percentage of Sales means the Free Cash Flow generated during the Performance Period divided by the sales during the Performance Period. For purposes of this Agreement Free Cash Flow means Free cash flow means net earnings plus depreciation and amortization plus share based payments plus changes in working capital plus changes in other assets and liabilities minus capital expenditures. For purposes of this definition, working capital is measured at the beginning and the end of the Performance Period, and consists of (i) accounts receivables less the portion of accrued liabilities representing trade allowance, plus (ii) inventories minus (iii) accounts payable. All inputs used in calculating Free Cash Flow shall be adjusted for: ◦ the effects of acquisitions; divestitures; or recapitalizations; ◦ a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ the exclusion of non-consolidated subsidiaries; ◦ unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ unusual or extraordinary items (as reported within our external filings). For purposes of this Agreement, Free Cash Flow as a Percentage of Sales and all relevant inputs shall be determined on a global basis for the Company. Any adjustments under the terms of this Agreement shall be determined by the Human Capital Committee of the Board of Directors of the Company (“Committee”) in its sole and absolute discretion until the Vesting/Payment Date. The Committee may also otherwise reduce or eliminate any vesting called for by the terms of this Agreement at any time in its sole and absolute discretion until the Vesting/Payment Date. Upon vesting, as described above, the Company shall transfer to the Recipient or his or her beneficiary one share of the Company’s $0.01 par value Common Stock (“Common Stock”) for each Performance Unit that so vests on the last day of the Performance Period. Such shares of Common Stock shall be issued to the Recipient or his or her beneficiary on the Vesting/Payment Date and shall be valued as of market close on September 28, 2018. Any Performance Units that are scheduled to vest on such Vesting/Payment Date that do not so vest because the threshold performance criteria related to such Performance Units was not achieved shall be forfeited and the Recipient and his or her beneficiaries will have no further rights with respect thereto.

Vesting; Payment. Vesting of the Performance Units Equivalents is contingent upon achievement of performance targets for the period from October 1, ____ 2015 through September 30, _____ 2018 (the “Performance Period”). Provided that such Performance Units Equivalents have not been forfeited pursuant to Section 5 below, a number of Performance Units Equivalents will vest on the last date of the Performance Period (the “Vesting/Payment Date”) as follows. Whether and to what extent the Target Performance Units Equivalents shall vest shall be determined by comparing the Company’s Adjusted Cumulative Earnings Per Share (“EPS”) and Free Cash Flow as a Percentage of Sales (“FCF”) during the Performance Period. Threshold, target, and stretch performance during the Performance Period are set forth in the chart below: Metric Adjusted Cumulative Earnings Per Share Performance Level Threshold Target Stretch Goal $5.98 $6.65 $6.98 Metric Free Cash Flow as a Percentage of Sales (50%) Performance Level Threshold Target Stretch Goal 9.4% 10.4% 11.4% Upon attainment of “threshold” performance for the Performance Period in either EPS or FCF, 25% of the Target Performance Units Equivalents will vest, with 50% of such Target performance Units Equivalents vesting upon attainment of “threshold” performance for both EPS and FCF. Upon attainment of “target” performance for the Performance Period in either EPS or FCF, 50% of the Target Performance Units Equivalents will vest, with 100% of such Target performance Units Equivalents vesting upon attainment of “target” performance for both EPS and FCF. Upon attainment of “stretch” performance for the Performance Period in either EPS or FCF, 100% of the Target Performance Units Equivalents will vest, with 200% of such Target performance Units Equivalents vesting upon attainment of “stretch” performance for both EPS and FCF. In the event either EPS or FCF performance is between threshold and target or target and stretch performance for a Performance Period, the awards will proportionally vest between 25% and 50% or 50% and 100% proportionally, based upon linear interpolation with increases at 1/10th of 1% increments between each percentage. No payment under this performance goal will be made for Company performance below threshold. For purposes of this Agreement, Adjusted Cumulative Earnings Per Share means the cumulative “diluted earnings per share”, (determined in accordance with generally accepted accounting principles) as reasonably determined by the Company and approved by the Committee, adjusted to account for: ◦ • the effects of acquisitions; divestitures; stock split-ups; stock dividends or distributions; recapitalizations; warrants or rights issuances or combinations; exchanges or reclassifications with respect to any outstanding class or series of the Company’s common stock; ◦ • a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ • any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ • the exclusion of non-consolidated subsidiaries; ◦ • unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ • costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ • unusual or extraordinary items (as reported within our external filings). ) For purposes of this Agreement, Free Cash Flow as a Percentage of Sales means the Free Cash Flow generated during the Performance Period divided by the sales during the Performance Period. For purposes of this Agreement Free Cash Flow means Free cash flow means net earnings plus depreciation and amortization plus share based payments plus changes in working capital plus changes in other assets and liabilities minus capital expenditures. For purposes of this definition, working capital is measured at the beginning and the end of the Performance Period, and consists of (i) accounts receivables less the portion of accrued liabilities representing trade allowance, plus (ii) inventories minus (iii) accounts payable. All inputs used in calculating Free Cash Flow shall be adjusted for: ◦ • the effects of acquisitions; divestitures; or recapitalizations; ◦ • a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ • any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ • the exclusion of non-consolidated subsidiaries; ◦ • unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ • costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ • unusual or extraordinary items (as reported within our external filings). ) For purposes of this Agreement, Free Cash Flow as a Percentage of Sales and all relevant inputs shall be determined on a global basis for the Company. Any adjustments under the terms of this Agreement shall be determined by the Human Capital Committee of the Board of Directors of the Company (“Committee”) in its sole and absolute discretion until the Vesting/Payment Date. The Committee may also otherwise reduce or eliminate any vesting called for by the terms of this Agreement at any time in its sole and absolute discretion until the Vesting/Payment Date. Upon vesting, as described above, the Company shall transfer to the Recipient or his or her beneficiary one share of the Company’s $0.01 par value Common Stock (“Common Stock”) for each Performance Unit Equivalent that so vests on the last day of the Performance Period. Such shares of Common Stock shall be issued to the Recipient or his or her beneficiary on the Vesting/Payment Date and shall be valued as of market close on September 28, 2018. Any Performance Units Equivalents that are scheduled to vest on such Vesting/Payment Date that do not so vest because the threshold performance criteria related to such Performance Units Equivalents was not achieved shall be forfeited and the Recipient and his or her beneficiaries will have no further rights with respect thereto.

Vesting; Payment. Vesting of the Performance Units Equivalents is contingent upon achievement of performance targets for the period from October 1, ____ through September 30, _____ (the “Performance Period”). Provided that such Performance Units Equivalents have not been forfeited pursuant to Section 5 below, a number of Performance Units Equivalents will vest on the last date that the Company publicly releases earnings results for the third fiscal year of the Performance Period (the “Vesting/Payment Date”) as follows. Whether and to what extent the Target Performance Units Equivalents shall vest shall be determined by comparing the Company’s Adjusted Cumulative Earnings Per Share (“EPS”) and Free Cash Flow as a Percentage of Sales (“FCF”) during the Performance Period. Threshold, target, and stretch performance during the Performance Period are set forth in the chart below: Metric Cumulative Adjusted Earnings Per Share (50%) Performance Level Threshold Target Stretch Goal Metric Free Cash Flow as a Percentage of Sales (50%) Performance Level Threshold Target Stretch Goal Upon attainment of “threshold” performance for the Performance Period in either EPS or FCF, 25% of the Target Performance Units Equivalents will vest, with 50% of such Target performance Units Equivalents vesting upon attainment of “threshold” performance for both EPS and FCF. Upon attainment of “target” performance for the Performance Period in either EPS or FCF, 50% of the Target Performance Units Equivalents will vest, with 100% of such Target performance Units Equivalents vesting upon attainment of “target” performance for both EPS and FCF. Upon attainment of “stretch” performance for the Performance Period in either EPS or FCF, 100% of the Target Performance Units Equivalents will vest, with 200% of such Target performance Units Equivalents vesting upon attainment of “stretch” performance for both EPS and FCF. In the event either EPS or FCF performance is between threshold and target or target and stretch performance for a Performance Period, the awards will proportionally vest between 25% and 50% or 50% and 100% proportionally, based upon linear interpolation with increases at 1/10th of 1% increments between each percentage. No payment under this performance goal will be made for Company performance below threshold. For purposes of this Agreement, Adjusted Cumulative Earnings Per Share means the cumulative “diluted earnings per share”, ” (determined in accordance with generally accepted accounting principles) as reasonably determined publicly reported by the Company and approved by over the CommitteePerformance Period, adjusted to account for: ◦ • the effects of acquisitions; divestitures; stock split-ups; stock dividends or distributions; recapitalizations; warrants or rights issuances or combinations; exchanges or reclassifications with respect to any outstanding class or series of the Company’s common stock; ◦ • a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ • any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ • the exclusion of non-consolidated subsidiaries; ◦ • unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ • costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ • unusual or extraordinary items (as reported within our external filings). ) For purposes of this Agreement, Free Cash Flow as a Percentage of Sales means the Free Cash Flow generated during the Performance Period divided by the sales during the Performance Period. For purposes of this Agreement Free Cash Flow means Free is defined as net cash flow means net earnings plus depreciation and amortization plus share based payments plus changes in working capital plus changes in other assets and liabilities minus provided by operating activities reduced by capital expenditures. For purposes of this definition, working capital is measured at the beginning and the end net of the Performance Period, and consists of (i) accounts receivables less the portion of accrued liabilities representing trade allowance, plus (ii) inventories minus (iii) accounts payableproceeds from asset sales. All inputs used in calculating Free Cash Flow shall be adjusted for: ◦ • the effects of acquisitions; divestitures; or recapitalizations; ◦ • a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ • any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ • the exclusion of non-consolidated subsidiaries; ◦ • unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ • costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ • unusual or extraordinary items (as reported within our external filings). ) For purposes of this Agreement, Free Cash Flow as a Percentage of Sales and all relevant inputs shall be determined on a global basis for the Company. Any adjustments under the terms of this Agreement shall be determined by the Human Capital Nominating and Executive Compensation Committee of the Board of Directors of the Company (“Committee”) in its sole and absolute discretion until the Vesting/Payment Datediscretion. The Committee may also otherwise reduce or eliminate any vesting called for by the terms of this Agreement at any time in its sole and absolute discretion until the Vesting/Payment Datediscretion. Upon vesting, as described above, the Company shall transfer to the Recipient or his or her beneficiary one share of the Company’s $0.01 par value Common Stock (“Common Stock”) for each Performance Unit Equivalent that so vests on the last day of the Performance Periodvests. Such shares of Common Stock shall be issued to the Recipient or his or her beneficiary on on, or as soon as practicable after, the Vesting/Payment Date and shall be valued as Date, but in no event later than the last day of market close on September 28, 2018the calendar year in which the Performance Period ends. Any Performance Units Equivalents that are scheduled to vest on such Vesting/Payment Date that do not so vest because the threshold performance criteria related to such Performance Units Equivalents was not achieved shall be forfeited and the Recipient and his or her beneficiaries will have no further rights with respect thereto.

Vesting; Payment. Vesting of the Performance Units is contingent upon achievement of performance targets for the period from October 1, _____ through September 30, _____ (the “Performance Period”). Provided that such Performance Units have not been forfeited pursuant to Section 5 below, a number of Performance Units will vest on the last date of the Performance Period (the “Vesting/Payment Date”) as follows. Whether and to what extent the Target Performance Units shall vest shall be determined by comparing the Company’s Adjusted Cumulative Earnings Per Share (“EPS”) and Free Cash Flow as a Percentage of Sales (“FCF”) during the Performance Period. Threshold, target, and stretch performance during the Performance Period are set forth in the chart below: Upon attainment of “threshold” performance for the Performance Period in either EPS or FCF, 25% of the Target Performance Units will vest, with 50% of such Target performance Units vesting upon attainment of “threshold” performance for both EPS and FCF. Upon attainment of “target” performance for the Performance Period in either EPS or FCF, 50% of the Target Performance Units will vest, with 100% of such Target performance Units vesting upon attainment of “target” performance for both EPS and FCF. Upon attainment of “stretch” performance for the Performance Period in either EPS or FCF, 100% of the Target Performance Units will vest, with 200% of such Target performance Units vesting upon attainment of “stretch” performance for both EPS and FCF. In the event either EPS or FCF performance is between threshold and target or target and stretch performance for a Performance Period, the awards will proportionally vest between 25% and 50% or 50% and 100% proportionally, based upon linear interpolation with increases at 1/10th of 1% increments between each percentage. No payment under this performance goal will be made for Company performance below threshold. For purposes of this Agreement, Adjusted Cumulative Earnings Per Share means the cumulative “diluted earnings per share”, (determined in accordance with generally accepted accounting principles) as reasonably determined by the Company and approved by the Committee, adjusted to account for: ◦ • the effects of acquisitions; divestitures; stock split-ups; stock dividends or distributions; recapitalizations; warrants or rights issuances or combinations; exchanges or reclassifications with respect to any outstanding class or series of the Company’s common stock; ◦ • a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ • any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ • the exclusion of non-consolidated subsidiaries; ◦ • unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ • costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ • unusual or extraordinary items (as reported within our external filings). For purposes of this Agreement, Free Cash Flow as a Percentage of Sales means the Free Cash Flow generated during the Performance Period divided by the sales during the Performance Period. For purposes of this Agreement Free Cash Flow means Free cash flow means net earnings plus depreciation and amortization plus share based payments plus changes in working capital plus changes in other assets and liabilities minus capital expenditures. For purposes of this definition, working capital is measured at the beginning and the end of the Performance Period, and consists of (i) accounts receivables less the portion of accrued liabilities representing trade allowance, plus (ii) inventories minus (iii) accounts payable. All inputs used in calculating Free Cash Flow shall be adjusted for: ◦ • the effects of acquisitions; divestitures; or recapitalizations; ◦ • a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); ◦ • any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; ◦ • the exclusion of non-consolidated subsidiaries; ◦ • unusual or non-recurring accounting impacts or changes in accounting standards or treatment; ◦ • costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or ◦ • unusual or extraordinary items (as reported within our external filings). For purposes of this Agreement, Free Cash Flow as a Percentage of Sales and all relevant inputs shall be determined on a global basis for the Company. Any adjustments under the terms of this Agreement shall be determined by the Human Capital Committee of the Board of Directors of the Company (“Committee”) in its sole and absolute discretion until the Vesting/Payment Date. The Committee may also otherwise reduce or eliminate any vesting called for by the terms of this Agreement at any time in its sole and absolute discretion until the Vesting/Payment Date. Upon vesting, as described above, the Company shall transfer to the Recipient or his or her beneficiary one share of the Company’s $0.01 par value Common Stock (“Common Stock”) for each Performance Unit that so vests on the last day of the Performance Period. Such shares of Common Stock shall be issued to the Recipient or his or her beneficiary on the Vesting/Payment Date and shall be valued as of market close on September 28, 2018. Any Performance Units that are scheduled to vest on such Vesting/Payment Date that do not so vest because the threshold performance criteria related to such Performance Units was not achieved shall be forfeited and the Recipient and his or her beneficiaries will have no further rights with respect thereto.