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2.1“Actual Award” means as to any Performance Period, the actual award of incentive compensation (if any) payable to a Participant for the applicable Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section 4.6 to increase, reduce or eliminate the award determined by the Payout Formula.

2.2“Affiliate” means any corporation that is a “subsidiary corporation” of the Company and any joint venture in which the Company or any such “subsidiary corporation” owns a controlling equity interest. “Subsidiary corporation” shall have the meaning set forth in Code Section 424(e); provided that, to the extent required to avoid the imposition of additional taxes under Code Section 409A, an entity shall not be treated as a subsidiary corporation unless it is also an entity in which the Company has a “controlling interest” (as defined in Treas. Reg. Section 1.409A-1(b)(5)(ii)(E)(1)), either directly or through a chain of corporations or other entities in which each corporation or other entity has a “controlling interest” in another corporation or entity in the chain, as determined by the Committee.

(a)conduct by the Employee constituting a material act of willful misconduct in connection with the performance of such employee’s duties, including, without limitation, misappropriation of funds or property of the Company or any Affiliate other than the occasional, customary and de minimis use of Company property for personal purposes; or

(c)the substantial failure by the Employee to perform the duties and responsibilities of such employee’s job as required by the Company or the willful and deliberate material non-performance by the Employee of such employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability) which has continued for more than thirty (30) days following written notice of such non-performance from the Company; or

(f)willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

For purposes of clauses (a), (c) or (f) hereof, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee without reasonable belief that the Employee’s act or failure to act, was in the best interest of the Company and its subsidiaries and affiliates.

2.8“Disability” means the disability of a Participant such that the Participant is considered disabled under any retirement plan of the Company which is tax-qualified under Code Section 401, or, in the case of a Participant employed by a non-U.S. Affiliate or in a non-U.S. location, under any retirement plan or long-term disability plan of the Company or such Affiliate applicable to such Participant, or as otherwise determined by the Committee.

2.12“Payout Formula” means as to any Performance Period, the formula, method of calculation or payout matrix established by the Committee pursuant to Section 4.4 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.

(b)the amount of any reduction in the Participant’s annual base salary to which a Participant has agreed as part of any plan of the Company or its Affiliates to use the amount of such reduction to purchase benefits under a cafeteria plan under Code Section 125, a transportation fringe benefit plan under Code Section 132(f), or in connection with any qualified cash or deferred arrangement under Code Section 401(k); but

(c)excluding: (i) any discretionary bonuses (such as hiring or sign-on bonuses); (ii) workers compensation payments; (iii) short-term disability benefit payments; (iv) long-term disability benefit payments; (v) other payments made by a third party; (vi) service awards; (vii) tuition reimbursements; (viii) relocation allowances; (ix) severance payments; (x) any one-time payment, or other payment not directly related to annual base salary (such as referral bonuses, incentive payments for a current Performance Period or prior Performance Period and other similar payments); (xi) payments of deferred compensation, whether qualified or nonqualified; and (xii) expatriate allowances.

2.18“Termination of Employment” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not limited to, a termination by resignation, discharge, death, Disability, retirement, or the cessation of Affiliate status, whether through sale, decrease in equity ownership or otherwise, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate.

3.2Committee Authority. It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees shall be Participants, (b) prescribe the terms and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States of America, (e) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (f) interpret, amend or revoke any such rules.

3.4Committee Delegation. The Committee may delegate all or any part of its authority to senior executives of the Company and its Affiliates. Unless the Committee determines otherwise, the Committee shall be treated as having delegated its authority to the Company’s Chief Executive Officer (“CEO”) to the fullest extent permitted, including, but not limited to, the authority to select participants, and determine target awards, performance objectives and actual awards. The word “delegate” need not be used in a provision to indicate the Committee’s delegation to the CEO. The CEO may make such determinations and take such actions within the scope of such delegation as the CEO deems necessary; provided, however, that the CEO may not make any determinations or take any actions directly related to the payment of any Actual Award to the CEO hereunder, such determinations and actions being reserved exclusively to the Committee or the Board. In the CEO’s sole discretion, the CEO may delegate all or part of the CEO’s authority and powers under the Plan to one or more directors, officers, or other employees of the Company on such terms and conditions as the CEO may provide.

3.5Indemnification. To the full extent permitted by law, each member and former member of the Committee and each person to whom the Committee or the CEO delegates or has delegated authority under this Plan shall be entitled to indemnification by the Company against and from any loss, liability, judgment, damages, cost and reasonable expense incurred by such member, former member or other person by reason of any action taken, failure to act or determination made in good faith under or with respect to this Plan.

4.1Selection of Participants. The Committee, or its delegate(s), shall select the Employees who shall be Participants for any Performance. Employees who are hired after the commencement of a Performance Period but prior to October 1 during the Performance Period shall be eligible to participate in the Plan for that Performance Period. Participation in the Plan is in the sole discretion of the Committee, or its delegate(s), and on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period.

4.2Determination of Target Awards. The Committee shall establish a Target Award for each executive within its purview, and the CEO or his/her delegate shall establish a Target Award for each other Participant. The amount of each Participant’s Target Award shall be determined by the Committee or its delegate(s), based upon the Participant’s level of responsibility within the Company or such other objective criteria as the Committee or its delegate(s) may determine is appropriate. Incentive targets will generally be expressed as a percentage of base salary, such that a Target Award for a Participant would be x% of the Participant’s base salary.

4.3Determination of Performance Objectives. The Committee, in its sole discretion, shall establish the Performance Objectives for the Performance Period. Such Performance Objectives shall be set forth in writing. “Performance Objectives” means the Company Performance and/or Individual Performance Category goal(s) (or combined goal(s)) determined by the Committee (in its sole discretion) to be applicable to the Participants for a Target Award for a Performance Period. As determined by the Committee, the Performance Objectives for any Target Award applicable to the Participants may provide for a targeted level or levels of achievement in the Performance Categories using one or more financial or other measures. The Performance Objectives may differ from award to award. Minimum threshold(s) may be set by the Committee for any or all of the Performance Categories (as defined in Section 4.4), below which no Actual Awards may be payable for that Performance Category. A Participant may be assigned multiple Performance Objectives in the same Performance Category. In such cases the Performance Objectives shall be given a percentage weight that is dependent on the assessment of the importance of the Performance Objective and the sum of the percentage weights in a Performance Category shall equal 100%.

4.4Determination of Payout Formula or Formulas. The Committee, in its sole discretion, shall establish a Payout Formula or Formulas for purposes of determining the Actual Award (if any) payable to executives within its purview and the CEO (or his/her delegates) shall follow the payout formula for the Company Objective.

Each Participant’s entitlement to an Actual Award will be based on one or more of the percentage-weighted combination(s) of the performance of the Company as a whole (“Company Performance”) and/or individual performance (“Individual Performance”). The Committee or its delegate(s) shall designate for each Participant in the Plan one or a combination of Performance Categories based upon the level of impact and responsibility the Participant’s job has on corporate results and/or individual performance. The Payout Formula applicable to a Participant shall include one or a combination of the foregoing Performance Categories.

4.5Determination of Actual Awards. After the end of each Performance Period, the Committee shall certify the extent to which the Company Performance Objectives for the Performance Period were achieved. The Actual Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been certified by the Committee as well as the Participants’ Individual Performance, as applicable. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may (a) eliminate or reduce the Actual Award payable to any Participant below that which otherwise would be payable under the Payout Formula, (b) increase the Actual Award payable to any Participant above that which otherwise would be payable under the Payout Formula but not to an amount that exceeds two times such Participant’s Target Award, and (c) pursuant to the provisions of Section 5.4, determine whether or not a Participant will receive an Actual Award in the event the Participant incurs a Termination of Employment prior to the date the Actual Award is to be paid.

5.1Right to Receive Payment. The Company and its Affiliates shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any amounts under the Plan, and rights to the payment hereunder shall be no greater than the rights of the Company’s unsecured creditors. All expenses involved in administering the Plan shall be borne by the Company and its Affiliates.

(a)Except as otherwise provided in Section 5.4(b), if a Participant experiences a Termination of Employment during a Performance Period, then such Participant shall not be eligible to receive an Actual Award for such Performance Period but shall forfeit any rights to the Actual Award for such Performance Period effective as of such Participant’s employment termination date. Except as otherwise provided in Section 5.4(b), if a Participant experiences a Termination of Employment during the period between the end of a Performance Period and the date on which the Actual Award for such prior Performance Period is otherwise payable to such Participant, then such Participant shall, in addition to the forfeiture provided in the previous sentence, forfeit any rights to the Actual Award for such prior Performance Period effective as of such Participant’s employment termination date.

(b)Notwithstanding the provisions of Section 5.4(a) to the contrary, if a Participant experiences a Termination of Employment during a Performance Period that is (i) the result of such Participant’s death or Disability; or (ii) initiated by the Company as an involuntary termination of employment not for Cause where the Participant is entitled to severance or other termination benefits pursuant to a plan, program or arrangement sponsored or

maintained by the Company or an Affiliate and has, if applicable, entered into a release of claims against the Company or an Affiliate pursuant to the applicable plan, program or arrangement, then the Participant (or the Participant’s beneficiary in the case of the Participant’s death) shall be entitled to receive the following: (A) if such Participant’s employment termination date occurs during the period between the end of a Performance Period and the date on which the Actual Award for such prior Performance Period is otherwise payable to such Participant, the Actual Award for the prior Performance Period payable at the same time and in the same manner as the Actual Award is payable to active Company employees; and (B) a pro rata portion of the Actual Award for the Performance Period in which such Participant’s employment termination date occurs and for which such Participant otherwise would have been eligible, determined at the end of the applicable Performance Period based upon the portion of the Performance Period the Participant was employed by the Company or Affiliate.

(c)Notwithstanding anything in this Section 5.4 to the contrary, a Participant shall not be entitled to any Actual Award for any Performance Period if the Participant’s employment is terminated by the Company or Affiliate for Cause. If a Participant’s employment is terminated for Cause, the time at which the Participant ceases to be an employee for purposes of this Section 5.4 shall mean the time at which such Participant is instructed or notified to cease performing such Participant’s job responsibilities for the Company or any Affiliate, whether or not for other reasons, such as payroll, benefits or compliance with legal procedures or requirements, such Participant may still have other attributes of an employee.

5.5Beneficiary. The Committee or its delegate may create a procedure whereby a Participant may file, on a form to be provided by the Company, a written election designating one or more beneficiaries with respect to the amount, if any, payable in the event of the Participant’s death. The Participant may amend such beneficiary designation in writing at any time prior to the Participant’s death without the consent of any previously designated beneficiary. Such designation or amended designation, as the case may be, shall not be effective unless and until received by the authorized representatives of the Company prior to the Participant’s death. In the absence of any such designation, the amount payable, if any, shall be delivered to the legal representative of such Participant’s estate.

6.2No Effect on Employment. Neither the Plan nor any action taken hereunder shall be construed as giving any employee or other person any right to continue to be employed by or perform services for the Company or any Affiliate, and the right to terminate the employment of or performance of services by any Participant at any time and for any reason is specifically reserved to the Company and its Affiliates.

6.4Release. Any payment of an Actual Award to or for the benefit of a Participant or beneficiary that is made in good faith by the Company and its Affiliates in accordance with the Company’s interpretation of its obligations hereunder, shall be in full satisfaction of all claims against the Company and its Affiliates for payments under the Plan.

6.5Notices. Any notice provided by the Company under the Plan may be posted to a Company-designated website. All notices provided by an Employee under the Plan shall be sent in writing to the Company’s Senior Vice President, Secretary and General Counsel. All Company correspondence to an Employee shall be sent in writing to the Employee at the address which is such Participant’s recorded address as listed on the most recent election form or as specified in the Company’s or Affiliate’s records.

6.6Benefits Not Transferable. Except as may be approved by the Committee, a Participant’s rights and interest under the Plan may not be assigned or transferred, hypothecated or encumbered, in whole or in part, either directly or by operation of law or otherwise (except in the event of a Participant’s death) including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner; provided, however, that, subject to applicable law, any amounts payable to any Participant hereunder are subject to reduction to satisfy any liabilities owed to the Company or any of its Affiliates by the Participant.

6.7Successors. All obligations of the Company and any Affiliate under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company and/or such Affiliate, whether the existence of such successor is the result of a direct or indirect purchase, merger or consolidation of all or substantially all of the business or assets of the Company or such Affiliate, or otherwise.

6.8Actions and Decision Regarding the Business or Operations of the Company. Notwithstanding anything in the Plan to the contrary, none of the Company, its Affiliates, nor any of their respective officers, directors, employees or agents shall have any liability to any Participant (or his or her beneficiaries or heirs) under the Plan or otherwise on account of any action taken, or not taken, in good faith by any of the foregoing persons with respect to the business or operations of the Company or any Affiliates.

6.9Compliance With Section 409A. This Plan is intended to comply with Code Section 409A and will be interpreted in a manner intended to comply with Code Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of a Participant’s termination of employment with the Company, the Participant is a “specified employee” as defined in Code Section 409A (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided) until the date that is six months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Code Section 409A) and (ii) if any other payments of money or other benefits due to a Participant hereunder could cause the application of an accelerated or additional tax under Code Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does

not cause such an accelerated or additional tax. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Code Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” within the meaning of such term under Code Section 409A.