Common use of Payment of Stock Units Clause in Contracts

Payment of Stock Units. (a) The Grantee’s vested Stock Units that vest on or prior to December 31, 2008 shall be paid in Shares upon the first to occur of (i) a Change of Control that meets the requirements of a “change in control event” under Section 409A of the Code, (ii) the Grantee’s separation from service without Cause, or (iii) the date that is five years after the Date of Grant. (b) The Grantee’s vested Stock Units that vest after December 31, 2008 shall be paid in Shares upon the first to occur of (i) a Change of Control that meets the requirements of a “change in control event” under Section 409A of the Code, (ii) the Grantee’s separation from service without Cause, or (iii) the date that is ten years after the Date of Grant. If a Change of Control occurs before the Stock Units are fully vested, any Stock Units that subsequently vest shall be paid upon the first to occur of (i) the Grantee’s separation from service without Cause or (ii) the date that is ten years after the Date of Grant. (c) Notwithstanding the foregoing in this Section 5, a distribution of Shares under this Agreement upon separation from service shall only be made upon the Grantee’s “separation from service” within the meaning of Section 409A of the Code and at a time and manner consistent with Section 409A. When the vested Stock Units become payable, the Companies will issue to the Grantee Shares representing the Units underlying the vested Stock Units, subject to satisfaction of the Grantee’s tax withholding obligations as described below, within 30 days after the payment event.” 5. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Stock Units shall be earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and the Stock Units that are earned for such calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Amended Base Case for that year, no Stock Units will be earned at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that year, the number of Stock Units that will be earned for the calendar year will be determined by interpolation at the linear rate of 1/78.32 of the Stock Units per one percentage point of Actual Internal EBITA (rounded to the nearest ..0001 of a Stock Unit); (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Amended Base Case for that year, the number of Stock Units that will be earned for the calendar year will be the sum of (i) the number of Stock Units calculated in accordance with paragraph (b) above and (ii) the number of Stock Units determined by interpolation at the linear rate of 1/249.51 of the Stock Units per one percentage point of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Stock Unit); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, no further Stock Units shall be earned other than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Original Agreement (as defined below), at which point the Stock Units shall be earned as follows: (i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of the Original Base Case for that year, the number of Stock Units that will be earned for the calendar year will be the sum of (x) the number Stock Units calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of 1/56.25 of the Stock Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Stock Unit) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that year, the Stock Units shall be earned for 1/5 of the Units (rounded to the nearest .0001 of a Stock Unit) at the end of that year; provided that any Units that are not earned at the end of a particular calendar year may be earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (using the methodology described in the Original Agreement). • For purposes of this Amendment:

Payment of Stock Units. (a) The Grantee’s If and when the Stock Units vest, the Company shall issue to the Participant one share of Company Stock for each vested Stock Units that vest on or prior Unit, subject to December 31, 2008 applicable Withholding Taxes (as defined below). Payment shall be paid in Shares upon the first to occur of (i) a Change of Control that meets the requirements of a “change in control event” under Section 409A of the Code, (ii) the Grantee’s separation from service without Cause, or (iii) the date that is five years made within 30 days after the Date of Grantapplicable Vesting Date. (b) The Grantee’s vested All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required by law to be withheld for any federal (including FICA), state, local and other taxes, with respect to the payment of the Stock Units that vest after December 31, 2008 shall be paid in Shares upon the first to occur of (“Withholding Taxes”). The Participant: (i) a Change has elected to sell shares of Control that meets Company Stock in an amount having an aggregate Fair Market Value equal to the requirements Withholding Taxes, and to allow the Company’s designated broker (the “Broker”) to remit the cash proceeds of such sale to the Employer (a “change in control event” under Section 409A of the Code, Sell to Cover”) and (ii) directs the Grantee’s separation Employer to make a cash payment to satisfy the Withholding Taxes from service without Cause, or (iii) the date that is ten years after cash proceeds of such sale directly to the Date of Grantappropriate taxing authorities. If a Change of Control occurs before the Stock Units are fully vested, any Stock Units that subsequently vest shall be paid upon the first to occur of (i) the Grantee’s separation from service without Cause or (ii) the date that is ten years after the Date of Grant. (c) Notwithstanding the foregoing in this Section 55(b) and subject to the requirements of applicable law, to the extent permitted by the Committee or its designee, in its sole discretion, the Employer may collect the applicable Withholding Taxes pursuant to net share settlement by providing that at the time of payment in accordance with Section 5(a) above, the number of shares issued to the Participant shall be reduced by a distribution number of Shares under this Agreement upon separation from service shall only be made upon the Grantee’s “separation from service” within the meaning shares of Section 409A Company Stock with a Fair Market Value (measured as of the Code and at a time and manner consistent with Section 409A. When the vested Stock Units become payable, the Companies will issue Vesting Date) equal to the Grantee Shares representing the Units underlying the vested Stock Units, subject to satisfaction an amount of the Grantee’s tax withholding obligations as described below, within 30 days after the payment event.” 5. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended Withholding Taxes with respect to the 2009 payment of the Stock Units, unless the Participant provides a payment to the Employer to cover such Withholding Taxes, in accordance with procedures established by the Employer. To the extent the Sell to Cover or 2010 calendar years. As amendednet share settlement, if applicable, does not cover all Withholding Taxes due , the Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any Withholding Taxes that the Employer is required to withhold with respect to each of the 2009 and 2010 calendar years, the Stock Units Units. Unless the Committee determines otherwise, share withholding for taxes shall be earned to not exceed the extent that the Amended Base Case (defined below) Participant’s minimum applicable withholding amount for each such calendar year is achieved during such period as follows and the Stock Units that are earned for such calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Amended Base Case for that year, no Stock Units will be earned at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that year, the number of Stock Units that will be earned for the calendar year will be determined by interpolation at the linear rate of 1/78.32 of the Stock Units per one percentage point of Actual Internal EBITA (rounded to the nearest ..0001 of a Stock Unit);Withholding Taxes. (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% The obligation of the Amended Base Case for Company to deliver Company Stock shall also be subject to the condition that yearif at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the number issuance of Stock Units that will shares, the shares may not be earned for issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the calendar year will be Board. The issuance of shares to the sum of (i) the number of Stock Units calculated in accordance with paragraph (b) above Participant pursuant to this Agreement is subject to any applicable Withholding Taxes and (ii) the number of Stock Units determined by interpolation at the linear rate of 1/249.51 other laws or regulations of the Stock Units per one percentage point United States or of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Stock Unit); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, no further Stock Units shall be earned other than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Original Agreement (as defined below), at which point the Stock Units shall be earned as follows: (i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of the Original Base Case for that year, the number of Stock Units that will be earned for the calendar year will be the sum of (x) the number Stock Units calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of 1/56.25 of the Stock Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Stock Unit) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that year, the Stock Units shall be earned for 1/5 of the Units (rounded to the nearest .0001 of a Stock Unit) at the end of that year; provided that any Units that are not earned at the end of a particular calendar year may be earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (using the methodology described in the Original Agreement). • For purposes of this Amendment:state having jurisdiction thereof.

Payment of Stock Units. (a) The Grantee’s vested Stock Units that vest on or prior to December 31, 2008 shall be paid in Shares upon the first to occur of (i) a Change of Control that meets At the requirements of a “change in control event” under Section 409A end of the CodeRestriction Period and provided you have remained continuously employed by the Company or a Subsidiary, unless otherwise determined by the Committee, shares of Common Stock equal to the number of Stock Units which have met the applicable Performance Criteria shall be delivered to you (through your account at the Company’s third party stock plan administrator, if applicable) free of all restrictions, provided the Company has Operating Income in one or more of the fiscal years 2008, 2009 or 2010. (ii) If your employment with the Grantee’s separation from service without CauseCompany or a Subsidiary ends prior to the end of the Restriction Period and prior to a Change in Control, because you die or become Disabled, unless otherwise determined by the Committee, you, your estate or your beneficiary, as the case may be, shall be entitled to receive shares of Common Stock equal to the number of Stock Units which have met the applicable Performance Criteria through the end of the fiscal year ending prior to the date of your death or Disability, as the case may be, provided the Company has Operating Income in one or more of the fiscal years 2008, 2009 or 2010 and further provided that such fiscal year precedes the date of your death or Disability. (iii) the date that is five years after the Date of Grant. (b) The Grantee’s vested Stock Units that vest after December 31, 2008 shall be paid in Shares upon the first to occur of (i) a Change of Control that meets the requirements of a “change in control event” under Section 409A of the Code, (ii) the Grantee’s separation from service without Cause, or (iii) the date that is ten years after the Date of Grant. If a Change of In Control occurs before the Stock Units are fully vested, any Stock Units that subsequently vest shall be paid upon the first prior to occur of (i) the Grantee’s separation from service without Cause or (ii) the date that is ten years after the Date of Grant. (c) Notwithstanding the foregoing in this Section 5, a distribution of Shares under this Agreement upon separation from service shall only be made upon the Grantee’s “separation from service” within the meaning of Section 409A of the Code and at a time and manner consistent with Section 409A. When the vested Stock Units become payable, the Companies will issue to the Grantee Shares representing the Units underlying the vested Stock Units, subject to satisfaction of the Grantee’s tax withholding obligations as described below, within 30 days after the payment event.” 5. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Stock Units shall be earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and the Stock Units that are earned for such calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Amended Base Case for that year, no Stock Units will be earned at the end of that year; the Restriction Period and prior to your death, Disability or retirement (bas defined in section 8(c) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that yearPlan), shares of Common Stock equal to the number of Stock Units that will be earned for would have been deliverable if the calendar year will be determined by interpolation Performance Criteria shall have been satisfied at the linear rate greater of 1/78.32 one hundred percent of the your Stock Units per one percentage point of Actual Internal EBITA (rounded to the nearest ..0001 of a Stock Unit); (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Amended Base Case for that year, Unit Target Award as shown on Exhibit A or the number of Stock Units that will would have been delivered based on the Performance Criteria satisfied through the end of each fiscal year prior to the occurrence of such Change in Control and through the end of the most recent fiscal quarter ending prior to the date of the Change in Control shall be delivered to you (through your account at the Company’s third party administrator, if applicable) free of all restrictions, provided the Company has Operating Income in one or more of the calendar years 2008, 2009 or 2010 and further provided that such calendar year precedes the date of the Change in Control. In either event following the Change in Control no greater Performance Criteria may be earned under this Agreement. (iv) If your employment with the Company or a Subsidiary ends for any other reason, with or without cause, prior to the earlier of the end of the Restriction Period or a Change in Control, you will forfeit all Stock Units and all of your rights to such Stock Units shall terminate without further obligation on the part of the Company. (v) Any payment of Common Stock pursuant to this Section 6 shall occur on or before the 15 th day of the third month of the calendar year will be the sum of (i) the number of Stock Units calculated in accordance with paragraph (b) above and (ii) the number of Stock Units determined by interpolation at the linear rate of 1/249.51 of the Stock Units per one percentage point of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Stock Unit); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, no further Stock Units shall be earned other than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Original Agreement (as defined below), at which point the Stock Units shall be earned as follows: (i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of the Original Base Case for that year, the number of Stock Units that will be earned for following the calendar year will be the sum of (x) the number Stock Units calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of 1/56.25 of the Stock Units per one percentage point of Actual Internal EBITA (rounded which you become entitled to the nearest .0001 of a Stock Unit) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that yearpayment, the Stock Units shall be earned for 1/5 of the Units (rounded to the nearest .0001 of a Stock Unit) at the end of that year; except as provided that any Units that are not earned at the end of a particular calendar year may be earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (using the methodology described in the Original Agreement). • For purposes of this Amendment:Section 18.

Payment of Stock Units. (a) The Grantee’s vested Stock Units that vest on or prior to December 31, 2008 shall be paid in Shares upon the first to occur of (i) a Change of Control that meets At the requirements of a “change in control event” under Section 409A end of the CodeRestriction Period and provided you have remained continuously employed by the Company or a Subsidiary, unless otherwise determined by the Committee, shares of Common Stock equal to the number of Stock Units which have met the applicable Performance Criteria shall be delivered to you (through your account at the Company’s third party stock plan administrator, if applicable) free of all restrictions, provided the Company has Operating Income in one or more of the fiscal years 2006, 2007 or 2008. (ii) If your employment with the GranteeCompany or a Subsidiary ends prior to the end of the Restriction Period and prior to a Change in Control, because you die or become Disabled, unless otherwise determined by the Committee, you, your estate or your beneficiary, as the case may be, shall be entitled to receive shares of Common Stock equal to the number of Stock Units which have met the applicable Performance Criteria through the end of the fiscal year ending prior to the date of your death or Disability, as the case may be, provided the Company has Operating Income in one or more of the fiscal years 2006, 2007 or 2008 and further provided that such fiscal year precedes the date of your death or Disability. Section 8(c)(i) of the Plan pertaining to the vesting of Stock Units upon retirement at or after actual age 65 shall not be applicable. However, if you remain continuously employed and retire at or after actual age 60 under the provisions of the Company’s separation from service without Causeor a Subsidiary’s pension plan, you shall be entitled to receive the number of Stock Units which have met the applicable Performance Criteria through the end of the fiscal year ending prior to the date of your retirement, provided the Company has Operating Income in one or more of the fiscal years 2006, 2007 or 2008 and further provided that such fiscal year precedes the date of your retirement. (iii) the date that is five years after the Date of Grant. (b) The Grantee’s vested Stock Units that vest after December 31, 2008 shall be paid in Shares upon the first to occur of (i) a Change of Control that meets the requirements of a “change in control event” under Section 409A of the Code, (ii) the Grantee’s separation from service without Cause, or (iii) the date that is ten years after the Date of Grant. If a Change of In Control occurs before the Stock Units are fully vested, any Stock Units that subsequently vest shall be paid upon the first prior to occur of (i) the Grantee’s separation from service without Cause or (ii) the date that is ten years after the Date of Grant. (c) Notwithstanding the foregoing in this Section 5, a distribution of Shares under this Agreement upon separation from service shall only be made upon the Grantee’s “separation from service” within the meaning of Section 409A of the Code and at a time and manner consistent with Section 409A. When the vested Stock Units become payable, the Companies will issue to the Grantee Shares representing the Units underlying the vested Stock Units, subject to satisfaction of the Grantee’s tax withholding obligations as described below, within 30 days after the payment event.” 5. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Stock Units shall be earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and the Stock Units that are earned for such calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Amended Base Case for that year, no Stock Units will be earned at the end of that year; the Restriction Period and prior to your death, Disability or retirement on or after actual age 60 (bas defined in section 8(c) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that yearPlan, as modified by Section 6(ii) hereof), shares of Common Stock equal to the number of Stock Units that will be earned for would have been deliverable if the calendar year will be determined by interpolation Performance Criteria shall have been satisfied at the linear rate greater of 1/78.32 one hundred percent of the your Stock Units per one percentage point of Actual Internal EBITA (rounded to the nearest ..0001 of a Stock Unit); (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Amended Base Case for that year, Unit Target Award as shown on Exhibit A or the number of Stock Units that will would have been delivered based on the Performance Criteria satisfied through the end of each fiscal year prior to the occurrence of such Change in Control and through the end of the most recent fiscal quarter ending prior to the date of the Change in Control shall be delivered to you (through your account at the Company’s third party administrator, if applicable) free of all restrictions, provided the Company has Operating Income in one or more of the calendar years 2006, 2007 or 2008 and further provided that such calendar year precedes the date of the Change in Control. In either event following the Change in Control no greater Performance Criteria may be earned under this Agreement. (iv) If your employment with the Company or a Subsidiary ends for any other reason, with or without cause, prior to the earlier of the end of the Restriction Period or a Change in Control, you will forfeit all Stock Units and all of your rights to such Stock Units shall terminate without further obligation on the part of the Company. (v) Any payment of Common Stock pursuant to this Section 6 shall occur on or before the 15th day of the third month of the calendar year will be the sum of (i) the number of Stock Units calculated in accordance with paragraph (b) above and (ii) the number of Stock Units determined by interpolation at the linear rate of 1/249.51 of the Stock Units per one percentage point of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Stock Unit); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, no further Stock Units shall be earned other than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Original Agreement (as defined below), at which point the Stock Units shall be earned as follows: (i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of the Original Base Case for that year, the number of Stock Units that will be earned for following the calendar year will be the sum of (x) the number Stock Units calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of 1/56.25 of the Stock Units per one percentage point of Actual Internal EBITA (rounded which you become entitled to the nearest .0001 of a Stock Unit) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that yearpayment, the Stock Units shall be earned for 1/5 of the Units (rounded to the nearest .0001 of a Stock Unit) at the end of that year; except as provided that any Units that are not earned at the end of a particular calendar year may be earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (using the methodology described in the Original Agreement). • For purposes of this Amendment:Section 18.

Payment of Stock Units. (a) The Grantee’s vested Subject to Section 4 and Section 6 hereof, shares of Common Stock equal to the number of Stock Units that vest on or prior to December 31, 2008 shall be paid in Shares upon delivered to you (through your account at the Company’s third party stock plan administrator, if applicable) or your beneficiary or estate, as the case may be, free of all restrictions within thirty (30) days of the first to occur of your right to payment arising under Sections 9(c) or (d) (for purposes of each such section, treating 62/10 Status as Retirement Status) of the Plan or the end of the Restriction Period, provided, however, if your Stock Units are “deferred compensation” subject to Internal Revenue Code section 409A, they shall be paid to you within thirty (30) days of the end of the Restriction Period in the event that your right to payment (i) a Change under Sections 9(c)(i)(B) or (d)(i) (for purposes of Control that meets the requirements of a “change in control event” under Section 409A each such section, treating 62/10 Status as Retirement Status) of the CodePlan arises before the end of the Restriction Period and after your attaining 62/10 Status, (ii) arises under Section 9(c)(iii) of the Grantee’s separation from service without CausePlan, or (iii) the date that is five years after the Date of Grant. (b) The Grantee’s vested Stock Units that vest after December 31, 2008 shall be paid in Shares upon the first to occur of (i) a Change of Control that meets the requirements of a “change in control event” arises under Section 409A 9(d)(ii) of the CodePlan. Notwithstanding the foregoing, (ii) the Grantee’s separation from service without Cause, or (iii) the date that is ten years after the Date of Grant. If a Change of Control occurs before the Stock Units are fully vested, any Stock Units that subsequently vest shall be paid upon the first to occur of (i) the GranteeCompany shall not be obligated to deliver any shares of Common Stock during any period in which the Company reasonably anticipates that the delivery of shares hereunder would: (A) violate any federal, state or other applicable laws and/or may issue shares subject to any restrictive legend that, as determined by the Company’s separation from service without Cause counsel, is necessary to comply with securities or other regulatory requirements; or (B) result in the reduction or elimination of the Company’s deduction under Internal Revenue Code section 162(m) with respect to such delivery of shares, and (ii) the date on which shares are delivered to you (and any Dividend Equivalent Payment thereon) may include a delay to provide the Company such time as it determines appropriate to calculate and address tax withholding and to address other administrative matters; provided, however, that is ten years after delivery of shares of Common Stock underlying Stock Units (and any Dividend Equivalent Payments on such Stock Units or, if such Dividend Equivalent Payments are invested in additional Stock Units at the Date Company’s discretion, the shares of Grant. (cCommon Stock underlying such additional Stock Units) Notwithstanding the foregoing for Stock Units not subject to Internal Revenue Code section 409A shall in this Section 5, a distribution of Shares under this Agreement upon separation from service shall only all events be made upon the Grantee’s “separation from service” within the meaning of Section 409A of the Code and at a time that satisfies the “short-term deferral” exception described in Treas. Reg. section 1.409A-1(b)(4) and manner consistent with Section 409A. When the vested for Stock Units become payable, the Companies will issue to the Grantee Shares representing the Units underlying the vested Stock Units, subject to satisfaction of the Grantee’s tax withholding obligations as described below, within 30 days after the payment eventInternal Revenue Code section 409A shall in all events be made at a time that satisfies Treas. Reg. 1.409A-2(b)(7).” 5. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Stock Units shall be earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and the Stock Units that are earned for such calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Amended Base Case for that year, no Stock Units will be earned at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that year, the number of Stock Units that will be earned for the calendar year will be determined by interpolation at the linear rate of 1/78.32 of the Stock Units per one percentage point of Actual Internal EBITA (rounded to the nearest ..0001 of a Stock Unit); (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Amended Base Case for that year, the number of Stock Units that will be earned for the calendar year will be the sum of (i) the number of Stock Units calculated in accordance with paragraph (b) above and (ii) the number of Stock Units determined by interpolation at the linear rate of 1/249.51 of the Stock Units per one percentage point of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Stock Unit); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, no further Stock Units shall be earned other than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Original Agreement (as defined below), at which point the Stock Units shall be earned as follows: (i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of the Original Base Case for that year, the number of Stock Units that will be earned for the calendar year will be the sum of (x) the number Stock Units calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of 1/56.25 of the Stock Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Stock Unit) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that year, the Stock Units shall be earned for 1/5 of the Units (rounded to the nearest .0001 of a Stock Unit) at the end of that year; provided that any Units that are not earned at the end of a particular calendar year may be earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (using the methodology described in the Original Agreement). • For purposes of this Amendment:

Payment of Stock Units. (a) The Grantee’s vested Stock Units that vest on or prior to December 31, 2008 shall be paid in Shares upon the first to occur of (i) a Change of Control that meets At the requirements of a “change in control event” under Section 409A end of the CodeRestriction Period and provided you have remained continuously employed by the Company or a Subsidiary, unless otherwise determined by the Committee, shares of Common Stock equal to the number of Stock Units which have met the applicable Performance Criteria shall be delivered to you (through your account at the Company’s third party stock plan administrator, if applicable) free of all restrictions, provided the Company has Operating Income in one or more of the fiscal years 2007, 2008 or 2009. (ii) If your employment with the GranteeCompany or a Subsidiary ends prior to the end of the Restriction Period and prior to a Change in Control, because you die or become Disabled, unless otherwise determined by the Committee, you, your estate or your beneficiary, as the case may be, shall be entitled to receive shares of Common Stock equal to the number of Stock Units which have met the applicable Performance Criteria through the end of the fiscal year ending prior to the date of your death or Disability, as the case may be, provided the Company has Operating Income in one or more of the fiscal years 2007, 2008 or 2009 and further provided that such fiscal year precedes the date of your death or Disability. Section 8(c)(i) of the Plan pertaining to the vesting of Stock Units upon retirement at or after actual age 65 shall not be applicable. However, if you remain continuously employed and retire at or after actual age 60 under the provisions of the Company’s separation from service without Causeor a Subsidiary’s pension plan, you shall be entitled to receive the number of Stock Units which have met the applicable Performance Criteria through the end of the fiscal year ending prior to the date of your retirement, provided the Company has Operating Income in one or more of the fiscal years 2007, 2008 or 2009 and further provided that such fiscal year precedes the date of your retirement. (iii) the date that is five years after the Date of Grant. (b) The Grantee’s vested Stock Units that vest after December 31, 2008 shall be paid in Shares upon the first to occur of (i) a Change of Control that meets the requirements of a “change in control event” under Section 409A of the Code, (ii) the Grantee’s separation from service without Cause, or (iii) the date that is ten years after the Date of Grant. If a Change of In Control occurs before the Stock Units are fully vested, any Stock Units that subsequently vest shall be paid upon the first prior to occur of (i) the Grantee’s separation from service without Cause or (ii) the date that is ten years after the Date of Grant. (c) Notwithstanding the foregoing in this Section 5, a distribution of Shares under this Agreement upon separation from service shall only be made upon the Grantee’s “separation from service” within the meaning of Section 409A of the Code and at a time and manner consistent with Section 409A. When the vested Stock Units become payable, the Companies will issue to the Grantee Shares representing the Units underlying the vested Stock Units, subject to satisfaction of the Grantee’s tax withholding obligations as described below, within 30 days after the payment event.” 5. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Stock Units shall be earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and the Stock Units that are earned for such calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Amended Base Case for that year, no Stock Units will be earned at the end of that year; the Restriction Period and prior to your death, Disability or retirement on or after actual age 60 (bas defined in section 8(c) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that yearPlan, as modified by Section 6(ii) hereof), shares of Common Stock equal to the number of Stock Units that will be earned for would have been deliverable if the calendar year will be determined by interpolation Performance Criteria shall have been satisfied at the linear rate greater of 1/78.32 one hundred percent of the your Stock Units per one percentage point of Actual Internal EBITA (rounded to the nearest ..0001 of a Stock Unit); (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Amended Base Case for that year, Unit Target Award as shown on Exhibit A or the number of Stock Units that will would have been delivered based on the Performance Criteria satisfied through the end of each fiscal year prior to the occurrence of such Change in Control and through the end of the most recent fiscal quarter ending prior to the date of the Change in Control shall be delivered to you (through your account at the Company’s third party administrator, if applicable) free of all restrictions, provided the Company has Operating Income in one or more of the calendar years 2007, 2008 or 2009 and further provided that such calendar year precedes the date of the Change in Control. In either event following the Change in Control no greater Performance Criteria may be earned under this Agreement. (iv) If your employment with the Company or a Subsidiary ends for any other reason, with or without cause, prior to the earlier of the end of the Restriction Period or a Change in Control, you will forfeit all Stock Units and all of your rights to such Stock Units shall terminate without further obligation on the part of the Company. (v) Any payment of Common Stock pursuant to this Section 6 shall occur on or before the 15th day of the third month of the calendar year will be the sum of (i) the number of Stock Units calculated in accordance with paragraph (b) above and (ii) the number of Stock Units determined by interpolation at the linear rate of 1/249.51 of the Stock Units per one percentage point of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Stock Unit); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, no further Stock Units shall be earned other than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Original Agreement (as defined below), at which point the Stock Units shall be earned as follows: (i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of the Original Base Case for that year, the number of Stock Units that will be earned for following the calendar year will be the sum of (x) the number Stock Units calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of 1/56.25 of the Stock Units per one percentage point of Actual Internal EBITA (rounded which you become entitled to the nearest .0001 of a Stock Unit) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that yearpayment, the Stock Units shall be earned for 1/5 of the Units (rounded to the nearest .0001 of a Stock Unit) at the end of that year; except as provided that any Units that are not earned at the end of a particular calendar year may be earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (using the methodology described in the Original Agreement). • For purposes of this Amendment:Section 18.