Common use of Performance SARs Clause in Contracts

Performance SARs. Except in the case that your employment or other association is terminated or there is a Change in Control prior to March 1, 2012, as set forth below, the remaining twenty-five percent (25%) of the number of shares at target level will vest on March 1, 2012, following certification by the Committee of the performance of the Company based on the level of the Company’s net operating profit after taxes (“NOPAT”) less a charge for the Company’s weighted average cost of capital (“WACC”), in the aggregate for the 2009 through 2011 fiscal years. If the Company’s performance target is met for the three-year performance period, the remaining 25 percent (25%) of the shares will vest and become exercisable on March 1, 2012. If the Company’s performance meets the minimum specified performance threshold level but falls below the target level, a portion of the performance-based grants of SARs will vest on a pro rata basis. If the Company’s performance exceeds the target level, you may receive additional SARs up to a maximum of 150 percent (150%) of the target level award. i) If your employment or other association is terminated prior to March 1, 2012 on account of your death, Disability or retirement, your performance SARs will vest on March 1, 2012 on a pro-rata basis for the time that you were employed during the performance period, provided that the pro rata amount of performance SARs that will vest on March 1, 2012, will be no fewer than the total shares at target level less the previously vested portion of the time-vested SARs. ii) If your employment or other association is terminated prior to March 1, 2012 by you for Good Reason, or by the Company other than for Cause, as those terms are defined in your employment agreement, your performance SARs will vest immediately as of the date of the termination of your employment or other association at the target level and in the same ratio as your the time-vested SARs. For example, if you had completed two years of employment following the date of grant, two thirds of your time-vested awards would be vested, and two thirds of your performance SARs at target level will also vest. iii) Upon Change in Control, as defined in the Plan, any remaining time-vested SARs will immediately become exercisable. Your performance SARs will vest immediately on a pro rata basis based on the actual performance of the Company over the completed portion of the performance period prior to the Change in Control event, provided that the pro rata amount of performance SARs that will vest will be no fewer than the total shares at target level less the previously vested portion of the time-based share awards.

Performance SARs. Except in the case that your employment or other association is terminated or there is a Change in Control prior to March 1, 20122014, as set forth below, the remaining twenty-five percent (25%) of the number of shares at target level will vest on March 1, 20122014, following certification by the Committee of the performance of the Company based on the level of the Company’s net operating profit after taxes (“NOPAT”) less a charge for the Company’s weighted average cost of capital (“WACC”), in the aggregate for the 2009 2011 through 2011 2013 fiscal years. If the Company’s EPA growth is above the threshold level and meets or exceeds the median performance target is met of the peer group for the three-year performance period, the remaining 25 percent (25%) of the shares will vest and become exercisable on March 1, 20122014. If the Company’s performance meets the minimum specified performance threshold level but falls below the target levelpeer group median EPA, a portion of the performance-based grants of SARs will vest on a pro pro-rata basis. If the Company’s performance exceeds the target median EPA performance level, you may receive additional SARs up to a maximum of 150 percent (150%) of the target level award. i) If your employment or other association is terminated prior to March 1, 2012 2014, on account of your death, Disability or retirement, your performance SARs will vest on March 1, 2012 2014, on a pro-rata basis for the time that you were employed during the performance period, provided that the pro pro-rata amount of performance SARs that will vest on March 1, 20122014, will be no fewer than the total shares at target level less the previously vested portion of the time-vested SARs. ii) If your employment or other association is terminated prior to March 1, 2012 by you for Good Reason2014, or by the Company other than for Due Cause, as those terms are that term is defined in your employment loyalty agreement, your performance SARs will vest immediately as of the date of the termination of your employment or other association at the target level and in the same ratio as your the time-vested SARs. For example, if you had completed two years of employment following the date of grant, two two-thirds of your time-vested awards would be vested, and two two-thirds of your performance SARs at target level will also vest. iii) Upon Change in Control, as defined in the Plan, any remaining time-vested SARs will immediately become exercisable. Your performance SARs will vest immediately on a pro pro-rata basis based on the actual performance of the Company over the completed portion of the performance period prior to the Change in Control event, provided that the pro pro-rata amount of performance SARs that will vest will be no fewer than the total shares at target level less the previously vested portion of the time-based share awards.

Performance SARs. Except in the case that your employment or other association is terminated or there is a Change in Control prior to March 1, 20122015, as set forth below, the remaining twenty-five fifty percent (2550%) of the number of shares at target level will vest on March 1, 20122015, following certification by the Committee of the Company's Economic Value Added (EVA) performance, in the aggregate for the 2012 through 2014 fiscal years, relative to the EVA performance of the Company based on the level of peer companies. XXX is essentially the Company’s 's net operating profit after taxes (“NOPAT”) less a charge for the Company’s 's weighted average cost of capital (“WACC”). For purposes of the peer group comparison, in the aggregate each company's EVA is normalized for the 2009 through 2011 fiscal yearssize of the respective company. If the Company’s 's EVA performance target is met at the median level of peer group companies' EVA for the three-year performance period, the remaining 25 fifty percent (2550%) of the shares will vest and become exercisable on March 1, 20122015. If the Company’s 's performance meets the minimum specified performance threshold level but falls below the target levelpeer group median EVA and above forty-percent (40%) of peer companies' EVA, a portion of the performance-based grants of SARs will vest on a pro pro-rata basis. If the Company’s 's performance exceeds the target median EVA performance level, you may receive additional SARs up to a maximum of 150 200 percent (150200%) of the target level award. i) If your employment or other association is terminated prior to March 1, 2012 2015, on account of your deathDeath, Disability or retirementRetirement, your performance SARs will vest on March 1, 2012 2015, on a pro-rata basis for the time that you were employed during the performance period, provided that the pro pro-rata amount of performance SARs that will vest on March 1, 20122015, will be no fewer than the total shares at target level less the previously vested portion of the time-vested SARs. ii) If your employment or other association is terminated prior to March 1, 2012 by you for Good Reason2015, or by the Company other than for Due Cause, as those terms are that term is defined in your employment agreement, your performance SARs will vest immediately as of the date of the termination of your employment or other association at the target level and in the same ratio as your the time-vested SARs. For example, if you had completed two years of employment following the date of grant, two two-thirds of your time-vested awards would be vested, and two two-thirds of your performance SARs at target level will also vest. iii) Upon Change in Control, as defined in the Plan, any remaining time-vested SARs will immediately become exercisable. Your performance SARs will vest immediately on a pro pro-rata basis based on the actual performance of the Company over the completed portion of the performance period prior to the Change in Control event, provided that the pro pro-rata amount of performance SARs that will vest will be no fewer than the total shares at target level less the previously vested portion of the time-based share awards.

Performance SARs. Except in the case that your employment or other association is terminated or there is a Change in Control prior to March 1, 201220XX, as set forth below, the remaining twenty-five ________ percent (25%XX%) of the number of shares at target level will vest on March 1, 201220XX, following certification by the Committee of the Company's Economic Value Added (EVA) performance, in the aggregate for the 20XX through 20XX fiscal years, relative to the EVA performance of the Company based on the level of peer companies. EVA is essentially the Company’s 's net operating profit after taxes (“NOPAT”) less a charge for the Company’s 's weighted average cost of capital (“WACC”). For purposes of the peer group comparison, in the aggregate each company's EVA is normalized for the 2009 through 2011 fiscal yearssize of the respective company. If the Company’s 's EVA performance target is met at the median level of peer group companies' EVA for the three-year performance period, the remaining 25 ________ percent (25%XX%) of the shares will vest and become exercisable on March 1, 201220XX. If the Company’s 's performance meets the minimum specified performance threshold level but falls below the target levelpeer group median EVA and above forty-percent (40%) of peer companies' EVA, a portion of the performance-based grants of SARs will vest on a pro pro-rata basis. If the Company’s 's performance exceeds the target median EVA performance level, you may receive additional SARs up to a maximum of 150 200 percent (150200%) of the target level award. i) If your employment or other association is terminated prior to March 1, 2012 20XX, on account of your deathDeath, Disability or retirementRetirement, your performance SARs will vest on March 1, 2012 20XX, on a pro-rata basis for the time that you were employed during the performance period, provided that the pro pro-rata amount of performance SARs that will vest on March 1, 201220XX, will be no fewer than the total shares at target level less the previously vested portion of the time-vested SARs. ii) If your employment or other association is terminated prior to March 1, 2012 by you for Good Reason, or by the Company other than for Cause, as those terms are defined in your employment agreement, your performance SARs will vest immediately as of the date of the termination of your employment or other association at the target level and in the same ratio as your the time-vested SARs. For example, if you had completed two years of employment following the date of grant, two thirds of your time-vested awards would be vested, and two thirds of your performance SARs at target level will also vest. iii) Upon Change in Control, as defined in the Plan, any remaining time-vested SARs will immediately become exercisable. Your performance SARs will vest immediately on a pro pro-rata basis based on the actual performance of the Company over the completed portion of the performance period prior to the Change in Control event, provided that the pro pro-rata amount of performance SARs that will vest will be no fewer than the total shares at target level less the previously vested portion of the time-based share awards.