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the calendar year in which such Deferred Shares are no longer subject to a substantial risk of forfeiture (as such term is defined in Code
Section 409A).
8. PERFORMANCE SHARES AND PERFORMANCE UNITS. The Committee may authorize grants of Performance Shares and
Performance Units, which shall become payable to the Participant upon the achievement of specified Management Objectives during the
Performance Period, upon such terms and conditions as the Committee may determine and each such grant may utilize any or all of the
authorizations, in accordance with the following provisions:
(a) Each grant shall specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to
adjustment to reflect changes in compensation or other factors.
(b) The Performance Period with respect to each Performance Share or Performance Unit, which shall not be less than one (1) year,
(i) shall be determined by the Committee on the Date of Grant, and (ii) unless otherwise expressly determined in a resolution duly adopted by
the Committee on the Date of Grant or such later date on which the Committee may ratify such grant, shall provide for the earlier termination
of the Performance Period, and the immediate vesting of the Participant’s rights to all of the Performance Shares or Performance Units subject
to the grant, in the event of a Change of Control, in accordance with Section 15 of this Plan.
(c) Any grant of Performance Shares or Performance Units will specify Management Objectives which, if achieved, will result in
p
ayment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum
acceptable level of achievement and will set forth a formula for determining the number of Performance Shares or Performance Units that will
be earned if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. The
grant of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and
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aid, the Committee must certify that the Management Objectives have been satisfied.
(d) Each grant will specify the time and manner of payment of Performance Shares or Performance Units that have been earned. Any
grant may specify that the amount payable with respect thereto may be paid by the Corporation in cash, in Common Shares or in any
combination thereof and may either grant to the Participant or retain in the Committee the right to elect among those alternatives.
(e) Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified
by the Committee at the Date of Grant. Any grant of Performance Units may specify that the amount payable or the number of Common
Shares issued with respect thereto may not exceed maximums specified by the Committee at the Date of Grant.
(f) The Committee may at the Date of Grant of Performance Shares, provide for the payment of dividend equivalents to the holder
thereof on either a current or deferred or contingent basis, either in cash or in additional Common Shares.
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