Common use of Determination of Number of Unit Delivered Shares Upon Satisfaction of Performance Criteria Clause in Contracts

Determination of Number of Unit Delivered Shares Upon Satisfaction of Performance Criteria. Notwithstanding anything to the contrary in this Agreement, Unit Delivered Shares and related Deferred Dividend Shares will only become deliverable by the Company in respect of vested Performance Share Units and only upon satisfaction of the achievement of certain EPS growth and Relative TSR levels as described below (the “Performance Criteria”) during the period beginning on January 1, 2008 and ending on December 31, 2010 (the “Performance Period”). The number of Unit Delivered Shares in respect of each vested Performance Share Unit, if any, shall be determined in accordance with Annex A hereto (the “Performance Plan Matrix”). Each cell of the Performance Plan Matrix sets forth in percentage terms the number common shares related to each vested Performance Share Unit that will become Unit Delivered Shares for each performance level. Performance Share Units are originally awarded on the basis of one Performance Share Unit to one Unit Delivered Share, subject to adjustment depending on the level of achievement set forth in the Performance Plan Matrix. Performance between points outlined on the matrix will be interpolated on a straight-line basis. By way of example only, at 100% achievement, each vested Performance Share Unit shall represent the right to receive one Delivered Share (1 x 100%); at 150% achievement, each vested Performance Share Unit shall represent the right to receive 1.5 Delivered Shares (1 x 150%); at 72% achievement, each vested Performance Share Unit shall represent the right to receive 0.72 of a Delivered Share (1 x 72%); and at zero percent achievement, the holder will not be entitled to receive any Unit Delivered Shares in respect of any vested Performance Share Unit (1 x 0%).

Determination of Number of Unit Delivered Shares Upon Satisfaction of Performance Criteria. Notwithstanding anything to the contrary in this Agreement, Unit Delivered Shares and related Deferred Dividend Shares shares of the Company’s common stock underlying the Performance Share Award will only become deliverable by the Company in respect of vested Performance Share Units Award and only upon satisfaction of the achievement of certain EPS growth relative ROIC and Relative TSR EBT Growth levels as described below (the “Performance Criteria”) during the period beginning on January 1, 2008 and ending on December 31, 2010 (the “Performance Period”), as compared to the ROIC and EBT Growth of the companies listed in Annex A attached hereto (the “Peer Companies”) for the same period. The number of Unit Delivered Shares and Deferred Dividend Shares in respect of each vested Performance Share Unit, if any, shall be determined in accordance with Annex A B hereto (the “Performance Unit Plan Matrix”). Each cell of the Performance Unit Plan Matrix sets forth in percentage terms the number of the Company’s common shares related to each vested Performance Share Unit that will become Unit Delivered Shares for each performance level. Performance Share Units are originally awarded on the basis of one Performance Share Unit to one Unit Delivered Share, subject to adjustment depending on the level of achievement set forth in the Performance Unit Plan Matrix. Performance between points outlined on the matrix will be interpolated on a straight-line basis. By way of example only, at 100% achievement, each vested Performance Share Unit shall represent the right to receive one Delivered Share (1 x 100%); at 150200% achievement, each vested Performance Share Unit shall represent the right to receive 1.5 two Unit Delivered Shares (1 x 150200%); at 7275% achievement, each vested Performance Share Unit shall represent the right to receive 0.72 0.75 of a Delivered Share (1 x 7275%); and at zero percent achievement, the holder will not be entitled to receive any Unit Delivered Shares in respect of any vested Performance Share Unit (1 x 0%).