Common use of Performance Goals and Adjustment Clause in Contracts

Performance Goals and Adjustment. Adjusted PSUs shall be the number of PSUs that become eligible for the lapse of restrictions, pursuant to paragraph 3, contingent on achievement of the following goals for the March 19, 2019 to December 31, 2021 performance period: a. If the Company’s Total Shareowner % Return (“TSR”) is equal to the 55th percentile (“target”) of the Total Shareowner % Return for the S&P 500 companies (“S&P 500 TSR”), then 100% of the PSUs shall be eligible for the lapse of restrictions. b. If the Company TSR is equal to the 35th percentile (“threshold”) of the S&P 500 TSR, then one-quarter (25%) of the PSUs shall be eligible for the lapse of restrictions. All PSUs shall be cancelled if Company TSR is less than Threshold performance. c. If the Company TSR is equal to or exceeds the 80th percentile (“maximum”) of the S&P 500 TSR, then the PSUs to be eligible for the lapse of restrictions shall be adjusted upward by 75% (175%). Adjustment shall reflect a proportional percentage of the PSUs for performance between threshold and target, and for performance between target and maximum. Measurement of TSR shall be determined solely by the Committee in accordance with the customary accounting and financial reporting practices used by the Company for external reporting, and shall include adjustment for any recapitalization, split-up, spinoff, reorganization, restructuring or other similar corporate transaction as determined by the Committee to prevent dilution or enlargement of benefits or potential benefits intended from the PSUs. PSUs for which restrictions do not lapse in accordance with this paragraph shall be immediately cancelled.

Performance Goals and Adjustment. Adjusted PSUs shall be the number of PSUs that become eligible for the each lapse of restrictions, pursuant subject to paragraph 3, contingent on achievement of the following goals: a. 40% of the PSUs (600,000) shall be contingent and adjusted based on achievement of the following goals for the March 19, 2019 to December 31, 2021 performance period: a. i. If the Company’s Total Shareowner % Percentage Return (“TSR”) is equal to the 55th percentile (“target”) of the Total Shareowner % Percentage Return for companies in the S&P 500 companies (“S&P 500 TSR”), then 100% of the such PSUs shall be eligible for the lapse of restrictions. b. ii. If the Company TSR is equal to the 35th percentile (“threshold”) of the S&P 500 TSR, then one-quarter (25%) of the such PSUs shall be eligible for the lapse of restrictions. All such PSUs shall be cancelled if Company TSR is less than Threshold performance. c. iii. If the Company TSR is equal to or exceeds the 80th percentile (“maximum”) of the S&P 500 TSR, then the such PSUs to be eligible for the lapse of restrictions shall be adjusted upward by 75% (175%). iv. Adjustment In the event that the Grantee remains employed with the Company through December 31, 2020, he shall reflect a proportional percentage be eligible for 25% of the PSUs for performance between threshold and granted pursuant to this Section 3.1(a) (i.e., 150,000 PSUs at target), and for performance between target and maximum. Measurement of TSR shall be determined solely subject to determination by the Committee in accordance of the satisfaction of the performance conditions mentioned above; if the Grantee remains employed with the customary accounting and financial reporting practices used by Company through December 31, 2021, he shall be eligible for the Company for external reportingremaining 75% of the PSUs granted pursuant to this Section 3.1(a) (i.e., and shall include adjustment for any recapitalizationan additional 450,000 PSUs at target), split-up, spinoff, reorganization, restructuring or other similar corporate transaction as determined subject to determination by the Committee of the satisfaction of the performance conditions mentioned above. In each case, determination of the satisfaction of the performance conditions is expected to prevent dilution or enlargement occur at the Committee’s first regularly scheduled meeting after December 31, 2021. b. 60% of benefits or potential benefits intended from the PSUs. PSUs for which restrictions do not lapse in accordance with this paragraph (900,000) shall be immediately cancelled.contingent and adjusted based on achievement of the goals for the Aviation business under the Company’s Annual Executive Incentive Plan (“AEIP”) as follows:

Performance Goals and Adjustment. Adjusted PSUs shall be the number of PSUs that become eligible for the lapse of restrictions, pursuant to paragraph 3, contingent on achievement of the following goals for the March 19February 26, 2019 2018 to December 31, 2021 2020 performance period: a. If the Company’s Total Shareowner % Return (“TSR”) is equal to the 55th percentile (“target”) of the Total Shareowner % Return for the S&P 500 companies (“S&P 500 TSR”), then 100% of the PSUs shall be eligible for the lapse of restrictions. b. If the Company TSR is equal to the 35th percentile (“threshold”) of the S&P 500 TSR, then one-quarter (25%) of the PSUs shall be eligible for the lapse of restrictions. All PSUs shall be cancelled if Company TSR is less than Threshold performance. c. If the Company TSR is equal to or exceeds the 80th percentile (“maximum”) of the S&P 500 TSR, then the PSUs to be eligible for the lapse of restrictions shall be adjusted upward by 75% (175%). Adjustment shall reflect a proportional percentage of the PSUs for performance between threshold and target, and for performance between target and maximum. Measurement of TSR shall be determined solely by the Committee in accordance with the customary accounting and financial reporting practices used by the Company for external reporting, and shall include adjustment for any recapitalization, split-up, spinoff, reorganization, restructuring or other similar corporate transaction as determined by the Committee to prevent dilution or enlargement of benefits or potential benefits intended from the PSUs. PSUs for which restrictions do not lapse in accordance with this paragraph shall be immediately cancelled.