LIFE TECHNOLOGIES CORPORATION PERFORMANCE UNIT AWARD GRANT NOTICE AND PERFORMANCE UNIT AWARD AGREEMENT [ - Performance Period]

Exhibit 99.5

LIFE TECHNOLOGIES CORPORATION

2013 EQUITY INCENTIVE PLAN

PERFORMANCE UNIT AWARD GRANT NOTICE AND

PERFORMANCE UNIT AWARD AGREEMENT

[        -         Performance Period]

Life Technologies Corporation, a Delaware corporation (the “Company”), pursuant to its 2013 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Holder”), an award of performance units (“Performance Units” or “Units”). This award for Performance Units (this “Award”) is subject to all of the terms and conditions as set forth in this Grant Notice (this “Grant Notice”) and in the Performance Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement. In the event of any inconsistency between the Plan and the Agreement, the terms of the Plan shall control.

Holder:		Holder Name
Grant Date:
Total Number of Units:		Units Granted
Initial Unit Value:		$100.00 per Unit
Performance Period:		January 1, 20[Calendar Year 1] through December 31, 20[Calendar Year 3] (except as such Performance Period may be shortened pursuant to the terms of the Agreement in the event of a Change in Control (as defined in the Plan, or any employment or change in control agreement to which Holder is a party, to the extent more favorable)).

By electronically accepting the Award, Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. Holder has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the Award and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Holder has been provided with a copy or electronic access to a copy of the prospectus for the Plan. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Grant Notice or the Agreement.

EXHIBIT A

TO PERFORMANCE UNIT AWARD GRANT NOTICE

PERFORMANCE UNIT AWARD AGREEMENT

Pursuant to the Performance Unit Award Grant Notice (the “Grant Notice”) to which this Performance Unit Award Agreement (this “Agreement”) is attached, the Company has granted to Holder the number of Units set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

ARTICLE I.

AWARD OF PERFORMANCE UNITS

1.1 Award of Units. In consideration of Xxxxxx’s continued employment with the Company and for other good and valuable consideration, the Company hereby grants to Holder the number of Units set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

1.2 Performance Goals and Performance Period; Certification.

(a) As of the Grant Date, each Unit has an initial value of $100.00, and represents the right to receive the Settlement Value (as defined in Section 1.3 below) on the Settlement Date (as defined in Section 1.4 below) based upon the achievement of certain performance goals related to the Company’s average annual return on invested capital (the “ROIC”) and average annual revenue growth (the “Performance Goals”) for the period beginning on January 1, 20[Calendar Year 1] and ending on the Measurement Date (the “Performance Period”), which Performance Goals have been determined by the Compensation and Organizational Development Committee of the Board (the “Committee”).

(b) The “Measurement Date” will be the first to occur of (i) December 31, 20[Calendar Year 3], or (ii) a Change in Control (as defined in the Plan, or any employment or change in control agreement to which Holder is a party, to the extent more favorable).

(c) Upon or following the completion of the Performance Period, the Committee shall determine, in writing, whether and to what extent the Performance Goals have been satisfied and Xxxxxx’s Settlement Value. The “Certification Date” will be the date on or following the last day of the Performance Period on which the Committee makes such determination, as follows:

(i) In the event the Measurement Date is December 31, [Calendar Year 3], the Certification Date shall occur prior to March 15, 20[Calendar Year 4].

(ii) In the event the Measurement Date is the date of a Change in Control, the Certification Date shall be the date of such Change in Control.

(d) The establishment of the Performance Goals and the formula for determining the Settlement Value of the Units and the certification of the Performance Goals by the Committee shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.

1.3 Settlement Value. Except as provided in Section 1.5 below, the “Settlement Value” of the Units will be equal to (a) $100.00, multiplied by (b) the number of Units subject to the Award,

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multiplied by (c) the Performance Multiplier. The “Performance Multiplier” will be determined by the Committee on the Certification Date pursuant to the formula adopted by the Committee and set forth in an “Achievement Matrix” in the form attached hereto as Attachment 1, and will be equal to the level of achievement relative to the Performance Goals, expressed as a percentage between 0% and 200%; provided, however, that in the event the Measurement Date is the date of a Change in Control, the “Performance Multiplier” shall be the greater of (i) 100%, or (ii) actual achievement relative to the Performance Goals pursuant to the Achievement Matrix adopted by the Committee for that portion of the Performance Period beginning on January 1, 20[Calendar Year 1] and ending on the last day of the most recently completed fiscal year prior to the Change in Control. Notwithstanding the foregoing, the Committee reserves the right to reduce the actual payment in respect of the Units based on such objective and subjective criteria as deemed appropriate by the Committee; provided, however, that this provision will not apply in the event of a Change in Control.

1.4 Settlement of Units. Subject to the terms and conditions of the Plan and this Agreement, the Settlement Value of the Units shall be paid, in cash in a lump sum (less applicable taxes), on the first to occur of the following dates (the “Settlement Date”):

(a) Between January 1, 20[Calendar Year 4] and March 15, 20[Calendar Year 4];

(b) The date of a Change in Control (provided that if Holder is or will be eligible for Retirement at any time on or after the Grant Date but prior to March 15, 20[Calendar Year 4], then such Change in Control must also constitute a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code and Section 1.409A-3(i)(5) of the Treasury Regulations) (any distribution shall occur immediately prior to the occurrence of such Change in Control);

(c) The date of Xxxxxx’s death; or

(d) The date of Holder’s Disability (provided that, if Holder is or will be eligible for Retirement at any time on or after the Grant Date but prior to March 15, 20[Calendar Year 4], such Disability must also constitute a “Disability” for purposes of Section 409A of the Code).

1.5 Forfeiture; Effect of Termination.

(a) Any Units with respect to which there is no Settlement Value as a result of the Company’s failure to achieve the minimum level of achievement relative to the Performance Goals necessary in order for the Award to be payable shall automatically and without further action be cancelled and forfeited by Xxxxxx as of the Measurement Date, and Holder shall have no further right or interest in or with respect to such portion of the Units.

(b) In the event of Xxxxxx’s death or Xxxxxx’s Termination of Service by reason of his or her Disability prior to December 31, [Calendar Year 3], the Settlement Value of Holder’s Units shall be determined using a Performance Multiplier of 100%. The Settlement Value for such Units shall be paid pursuant to Section 1.4 above.

(c) In the event of Holder’s Termination of Service by reason of his or her Retirement on or after the first anniversary of the Grant Date but prior to December 31, [Calendar Year 3], Holder shall continue to be eligible to receive the Settlement Value for the Units determined pursuant to Section 1.3 above on the applicable Settlement Date pursuant to Section 1.4 above, which Settlement Value shall be pro-rated for the portion of the Performance Period that elapsed prior to Holder’s Termination of Service.

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(d) In the event of Holder Termination of Service prior to December 31, [Calendar Year 3], other than as a result of his or her death, Disability or Retirement during the period specified in Section 1.5(c), then the Units shall automatically and without further action be cancelled and forfeited by Holder, and Holder shall have no further right or interest in or with respect to such portion of the Units.

(e) The Units are further subject to cancellation (and any cash delivered in settlement of the Units is subject to repayment by Holder) if Holder engages in certain Prohibited Activities as more fully set forth in Section 2.2 of this Agreement.

ARTICLE II.

RESTRICTIONS

2.1 Award Not Transferable. Prior the Settlement Date, neither this Award nor any Unit subject to this Award shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or garnishment by creditors of Holder or Xxxxxx’s beneficiary, except by will or by the laws of descent and distribution.

2.2 Cancellation of Units; Return of Value.

(a) Notwithstanding any other provision of this Agreement, if at any time during the provision of Xxxxxx’s service to the Company or any Affiliate or within six months following Holder’s Termination of Service for any reason, Holder, in the sole judgment of the Company, other than as an employee or a consultant for the Company or an Affiliate in the execution of Xxxxxx’s employment duties or provision of consulting services, as the case may be, engages in any of the “Prohibited Activities” listed below, then to the greatest extent permitted by Applicable Law: (i) to the extent the Units have not yet been settled, such Units shall immediately be cancelled; and (ii) any amounts issued upon settlement of the Units during the time period that is six months prior to and six months following Holder’s Termination of Service shall be repaid by Holder to the Company in cash.

(b) “Prohibited Activities” for purposes of this Agreement, are defined as follows:

(i) Directly or indirectly, through an affiliated or controlled entity or person, on Xxxxxx’s own behalf or as a partner, consultant, proprietor, principal, agent, creditor, security holder, trustee or otherwise in any other capacity (except by ownership of one percent or less of the outstanding stock of any publicly held corporation) engaging in the following: owning, managing, operating, financing, controlling, investing, participating or engaging in, lending Holder’s name or credit to, rendering services or advice to, or devoting any material endeavor or effort to any business that develops, manufactures, distributes, markets, sells or provides any products or services that are competitive with or similar to the products or services developed (including products or services under development or the subject of planning for possible development), manufactured, distributed, marketed, sold or otherwise provided by Company during Holder’s service, including but not limited to the Competitor List below;

(ii) Directly or indirectly soliciting or otherwise inducing any employee to end his or her employment with Company;

(iii) Disclosing or misusing any confidential, proprietary or material information concerning the Company or an Affiliate;

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(iv) Directly or indirectly soliciting Company or Affiliate customers (including prospective customers) with whom Xxxxxx had contact or about whom Xxxxxx had access to confidential or proprietary information during Holder’s service or otherwise inducing such customers to reduce or terminate their business relationship with the Company or any Affiliate; or

(v) Engaging in research and development efforts (including customer assessment, observation and collaboration activities) such as testing, design, development, and process analysis related to or similar to efforts in which Holder engaged or about which Xxxxxx had access to confidential or proprietary information during Xxxxxx’s service to the Company or any Affiliate.

(c) For purposes of this Section 2.2, the “Competitor List” includes, but is not limited to, the following entities: Xxxxxx Laboratories; Abcam; Advanced Liquid Logic, Inc.; Affymetrix, Inc.; Agilent Technologies; Inc.; Asuragen, Inc.; Becton, Xxxxxxxxx and Company; Biomatrica, Inc.; Biomerieux, Inc.; Bio-Rad Laboratories, Inc.; Biosearch Technologies, Inc.; Celsis Holding, Inc.; Claritas Genomics; Xxxxxxx Corporation; DNA 2.0; DNA Electronics Ltd. (UK); Enigma Diagnostics Limited; Xxxx Xxxxxxx, Inc.; Eppendorf; General Electric Company; Xxxxx Technologies, Inc.; Genscript; Harvard Bioscience, Inc.; Helicos Biosciences Corporation; Hologic, Inc.; Ingenuity Systems; IDEXX Laboratories, Inc.; Illumina, Inc.; Integrated DNA Technologies; Lonza Group AG; Luminex Corporation; Merck KGaA; Molecular Transfer, Inc.; NanoString Technologies, Inc.; NextBio; New England Biolabs; Novartis; XxXxx Technologies; OligoCo; OriGene Technologies, Inc.; Oxford Nanopore Technologies; Pacific Biosciences, Inc.; Pall Corporation; PeproTech, Inc.; PerkinElmer Inc.; Prionics AG; Promega Corporation; Protein Simple; Qiagen N.V.; Quest Diagnostics Incorporated; Raindance Technologies, Inc.; Roche Holdings Ltd.; Sartorius; Sequenom; Sigma-Xxxxxxx Corporation; Streck; Synthetic Genomics; Takara Bio Inc.; Techne Corporation; Thermo Xxxxxx Scientific Inc.; and Waters Corporation; as well as any entity that is a successor to, acquires a majority of the assets of, or merges in whole or in part with any of the foregoing entities.

(d) By accepting the Units, Xxxxxx acknowledges and agrees that (i) this Section 2.2 is necessary for the proper protection of the Company’s legitimate business interests, including protection of its trade secrets and confidential and proprietary information, as well as its customer and strategic relationships and good will; (ii) during the provision of Holder’s service to the Company or an Affiliate, Holder has and/or will be personally entrusted with and exposed to such confidential and proprietary information and may also be exposed to the Company’s or such Affiliate’s customer and strategic relationships; (iii) Holder’s services are special and unique; (iv) the Company and its Affiliates have and will continue to be engaged in the highly competitive life sciences and biotechnology industry and the trade secrets, confidential and proprietary information, including its technologies, services and other developments are likely to be of great value to competitors; (v) the Company and its Affiliates operate in a worldwide market and its business and customers are not geographically distinct; therefore, it is appropriate that this provision apply to Prohibited Activities anywhere in the world; (vi) the Company and its Affiliates will suffer great loss and irreparable harm if Holder were to engage in the Prohibited Activities; and (vii) the Prohibited Activities, including with respect to time, geographic area and scope of activity are limited and reasonable and do not impose a greater restraint than is necessary to protect the goodwill and business interests of the Company and its Affiliates and to allow Holder an adequate number and variety of employment alternatives, based on Holder’s varied skills and abilities.

(e) In the event a court of competent jurisdiction determines that the geographic area, duration, or scope of activity of any restriction under this Section 2.2 are more extensive than is necessary to protect the legitimate business interests of the Company and its Affiliates or are otherwise unenforceable, the restrictions under this Section 2.2 and its subparagraphs shall be reformed and

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modified to the extent required to render them valid and enforceable. Notwithstanding Section 3.12 of this Agreement, this Section 2.2 may be in addition to and does not limit the effect of other agreements or understandings between Holder and the Company or any Affiliate with respect to matters addressed in it, including with respect to prohibitions against solicitation and the protection of the Company’s trade secrets and confidential information.

2.3 Other Forfeiture and Claw-Back Provisions. Holder hereby acknowledges and agrees that the Units are subject to the provisions of Section 11.5 of the Plan.

ARTICLE III.

OTHER PROVISIONS

3.1 Section 409A.

(a) Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date, “Section 409A”). The Committee may, in its discretion, adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to comply with the requirements of Section 409A.

(b) Unless Holder is or will be eligible for Retirement at any time on or after the Grant Date but prior to March 15, 20[Calendar Year 4], this Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, amounts payable upon settlement of the Units shall be paid to Holder no later than the later of: (i) the fifteenth day of the third month following Holder’s first taxable year in which such Units are no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following first taxable year of the Company in which such Units are no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A and any Treasury Regulations and other guidance issued thereunder.

(c) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Holder may be eligible to receive under this Agreement shall be treated as a separate and distinct payment.

(d) Notwithstanding anything herein to the contrary, to the extent any payments to Holder pursuant to this Agreement are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (i) to the extent required by Section 409A of the Code, no amount shall be payable unless Holder’s termination of employment constitutes a “separation from service” within the meaning of Section 409A (a “Separation from Service”), and (ii) if Holder, at the time of his Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to Holder pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of the payments to be made to Holder shall not be provided to Holder prior to the earlier of (A) the expiration of the six-month period measured from the date of Holder’s Separation from Service, (B) the date of Holder’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral

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period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Holder within thirty (30) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Holder is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

(e) Neither the time nor form of distribution of the Settlement Value may be changed, except as may be permitted by the Committee in accordance with the Plan and this Agreement and Section 409A of the Code and the Treasury Regulations thereunder. No payment under this Agreement shall be made at a time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation Section 1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject to additional taxes and interest under Section 409A.

3.2 No Right to Continued Employment or Awards.

(a) Nothing in the Plan, the Grant Notice, or this Agreement shall confer upon Holder any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, except to the extent expressly provided otherwise in a written agreement between the Company or any Affiliate and Holder.

(b) The grant of the Units is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Future grants, if any, will be at the sole discretion of the Company. In addition, the value of the Units and the Settlement Value payable upon settlement thereof is an extraordinary item of compensation outside the scope of any employment contract. As such, neither the Units for the Settlement Value payable upon settlement value thereof are part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The future Settlement Value of the Units is unknown and cannot be predicted with certainty.

3.3 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s corporate headquarters or to the then-current email address for the Secretary of the Company, and any notice to be given to Holder shall be addressed to Holder at the most-recent physical or email address for Holder listed in the Company’s personnel records. By a notice given pursuant to this Section 3.3, either party may hereafter designate a different address for notices to be given to that party. Any notice that is required to be given to Holder shall, if Holder is then deceased, be given to the person entitled to receive the Settlement Value payable upon settlement of the Units pursuant to Section 1.1 by written notice under this Section 3.3. Any notice shall be deemed duly given (a) if delivered in person or by courier, on the date it is delivered; (b) if transmitted by email (delivery receipt requested), upon confirmation of receipt; (c) if sent by certified or registered mail (return receipt requested), on the date that mail is delivered or its delivery is first attempted; or (d) if sent by national overnight courier (with confirmation of delivery), on the next business day following deposit of such notice with such national overnight courier.

3.4 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

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3.5 Governing Law; Severability; Venue. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. The parties irrevocably agree that any and all controversies or disputes involving, relating to, or arising out of, or under, this Agreement, including but not limited to its construction, interpretation or enforcement, shall be litigated exclusively in the state or federal courts sitting in the county in which Holder primarily provides services to the Company. Holder irrevocably and unconditionally consents to the personal jurisdiction of the state courts in the county in which Holder primarily provides services to the Company with regard to any and all controversies or disputes involving, relating to, or arising out of, or under, this Agreement. Holder further irrevocably and unconditionally waives any defense or objection of lack of personal jurisdiction over Holder by the state or federal courts sitting in the county in which Holder primarily provides services to the Company.

3.6 Conformity to Applicable Laws. Holder acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform, and shall be deemed amended, to the extent necessary, with all provisions of Applicable Law. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Units are granted and may be settled, only in such a manner as to conform to Applicable Law.

3.7 Tax Representations. Xxxxxx has reviewed with Xxxxxx’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Grant Notice and this Agreement. Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Holder understands that Holder (and not the Company) shall be responsible for Xxxxxx’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

3.8 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions herein set forth in Article II, this Agreement shall be binding upon Xxxxxx and his or her heirs, executors, administrators, successors and assigns.

3.9 Paperless Administration. By accepting this Award, Holder hereby agrees to receive documentation related to the Award by electronic delivery, such as a system using an internet website or interactive voice response, maintained by the Company or a third party designated by the Company.

3.10 Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall impair any rights or obligations under this Agreement in any material way without the prior written consent of Holder.

3.11 Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Holder with respect to the subject matter hereof, including without limitation, the provisions of any employment agreement or offer letter regarding incentive awards to be awarded to Holder by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity awards to be awarded to Holder by the Company.

3.12 Unsecured Obligation. Prior to the Settlement Date, the Units represent an unsecured obligation of the Company, payable only from the general assets of the Company.

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3.13 Section 162(m) of the Code. The Company intends that the Units and the amounts payable upon settlement thereof shall satisfy and shall be interpreted in a manner that satisfies any applicable requirements as qualified “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code and the Treasury Regulations thereunder. Any provision, application or interpretation of the Plan or this Agreement that is inconsistent with this intent shall be disregarded with respect to the Units. As required by Section 162(m) of the Code and the Treasury Regulations thereunder, the “Administrator” for purposes of this Award shall be the Compensation and Organizational Committee of the Board.

3.14 Tax Withholding. The amounts payable to Holder on the Settlement Date shall be subject to all federal, state, local and foreign tax withholding applicable with respect to the taxable income of Holder resulting from the settlement of the Units.

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ATTACHMENT 1

FORM OF ACHIEVEMENT MATRIX FOR

DETERMINATION OF PERFORMANCE MULTIPLIER

Capitalized terms used in this Attachment 1 and not defined below shall have the meanings given them in the Agreement to which this Attachment 1 is attached.

						Average Annual ROIC During Performance Period
						Below Threshold		[TBD]%				[TBD]%				[TBD]%				[TBD]%				[TBD]%
Average Annual Revenue Growth Percentage During Performance Period			[TBD	]%					100	%			125	%			150	%			175	%			200	%
			[TBD	]%					75	%			100	%			125	%			150	%			175	%
			[TBD	]%		NO PAYOUT			50	%			75	%			100	%			125	%			150	%
			[TBD	]%					25	%			50	%			75	%			100	%			125	%
			[TBD	]%					0	%			25	%			50	%			75	%			100	%
			Below Threshold						NO PAYOUT

If performance relative to the amount of average annual ROIC and/or average annual revenue growth is between two achievement levels, the Performance Multiplier shall be determined by linear interpolation between the applicable achievement levels for each measure.

For purposes of calculating performance relative to the average annual ROIC and/or average annual revenue growth objectives, the Company shall use the currency exchange rates in effect as of December 31, 20[Calendar Year 0].

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