Common use of Award Agreement and Related Documents Clause in Contracts

Award Agreement and Related Documents. This PSU Agreement shall have no force or effect unless you have been notified by the Company, and identified in the Company’s records, as the recipient of a PSU grant. YOU MUST REVIEW AND ACKNOWLEDGE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, INCLUDING SPECIFICALLY THE RESTRICTIVE COVENANTS, BY EXECUTING THIS AGREEMENT ELECTRONICALLY VIA YOUR ESTABLISHED ACCOUNT ON THE XXXXXX XXXXXXX XXXXX XXXXXX WEBSITE WITHIN 60 DAYS OF THE DATE OF GRANT; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY, AT ITS DISCRETION, EXTEND THIS DATE. FAILURE TO ACCEPT THE REFERENCED TERMS AND TO EXCUTE THIS AGREEMENT ELECTRONICALLY WILL PRECLUDE YOU FROM RECEIVING YOUR PSU GRANT. In connection with your PSU grant and this Award Agreement, the following additional documents were made available to you electronically, and paper copies are available on request directed to the Company’s Compensation Department: (i) the Plan; and (ii) a Prospectus relating to the Plan. FY15 PSU AWARD AGREEMENT – EXHIBIT A VESTING OF PERFORMANCE STOCK UNITS The PSUs that shall vest, if any, following the end of the Performance Period shall be determined by multiplying the number of PSUs granted by the “Final Vesting Percentage,” as determined below, provided that the maximum Final Vesting Percentage for the Performance Period shall be 165%. The PSU Achievement percentage for each of the three fiscal years covered by the Performance Period shall be determined by Sales, weighted 50%, and Free Cash Flow, weighted 50% with the specific Sales and Free Cash Flow targets set by the Committee each year. Free Cash Flow (FCF) is defined as operating cash flow (net income plus depreciation plus change in working capital plus non-cash items, including but not limited to stock compensation and asset write-downs, less capital expenditures). The Final Vesting Percentages shall be determined according to the following grid: PSU Rating Preliminary Vesting Percentage TSR Adjustment FinalVesting Percentage 0 0% 0.9 0.0% 1.0 0.0% 1.1 0.0% 0.5 25% 0.9 22.5% 1.0 25.0% 1.1 27.5% 1.0 50% 0.9 45.0% 1.0 50.0% 1.1 55.0% 1.4 100% 0.9 90.0% 1.0 100.0% 1.1 110.0% 1.6 125% 0.9 112.5% 1.0 125.0% 1.1 137.5% 1.8 or Greater 150% 0.9 135.0% 1.0 150.0%

Award Agreement and Related Documents. This PSU Agreement shall have no force or effect unless you have been notified by the Company, and identified in the Company’s records, as the recipient of a PSU grant. YOU MUST REVIEW AND ACKNOWLEDGE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, INCLUDING SPECIFICALLY THE RESTRICTIVE COVENANTS, THE CLAWBACK AND FORFEITURE PROVISIONS UNDER SECTION 6 AND SECTION 11 OF THIS AGREEMENT AND THE COMPANY’S OFFSET PROVISIONS, BY EXECUTING THIS AGREEMENT ELECTRONICALLY VIA YOUR ESTABLISHED ACCOUNT ON THE XXXXXX XXXXXXX XXXXX XXXXXX WEBSITE WITHIN 60 DAYS OF THE DATE OF GRANT; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY, AT ITS DISCRETION, EXTEND THIS DATE. FAILURE TO ACCEPT THE REFERENCED TERMS AND TO EXCUTE EXECUTE THIS AGREEMENT ELECTRONICALLY WILL PRECLUDE YOU FROM RECEIVING YOUR PSU GRANT. In connection with your PSU grant and this Award Agreement, the following additional documents were made available to you electronically, and paper copies are available on request directed to the Company’s Compensation Department: (i) the Plan; and (ii) a Prospectus relating to the Plan. FY15 PSU FY2018 PERFORMANCE STOCK UNIT AWARD AGREEMENT – EXHIBIT A VESTING OF PERFORMANCE STOCK UNITS The CRITERIA Shares subject to this Award shall be eligible to become Earned Shares as follows: - Up to 21,823 shares of Stock under the PSUs that shall vest, become Earned Shares if any, following the end Company’s cumulative Adjusted EBITDA for fiscal years 2018 -2020 (the “FY 2018 -2020 Performance Period”) exceeds $1 billion. - Up to 49,041 shares of Stock under the PSUs less the number of Earned Shares for the FY 2018-2020 Performance Period shall be determined by multiplying become Earned Shares if the Company’s cumulative Adjusted EBITDA for fiscal years 2018 -2021 (the “FY 2018 – 2021 Performance Period”) exceeds $1 billion. - All of the shares of Stock under the PSUs less the number of PSUs granted by Earned Shares for both the “Final Vesting Percentage,” as determined below, provided that FY 2018-2020 Performance Period and the maximum Final Vesting Percentage for the FY 2018-2021 Performance Period shall be 165%. The PSU Achievement percentage become Earned Shares if the Company’s cumulative Adjusted EBITDA for each of the three fiscal years covered by 2018 -2022 (the “FY 2018 – 2022 Performance Period shall be determined by Sales, weighted 50%, and Free Cash Flow, weighted 50% with the specific Sales and Free Cash Flow targets set by the Committee each yearPeriod”) exceeds $1 billion. Free Cash Flow (FCF) is defined as operating cash flow (net income plus depreciation plus change in working capital plus non-cash items, including but not limited to stock compensation and asset write-downs, less capital expenditures). The Final Vesting Percentages shall be determined according to the following grid: PSU Rating Preliminary Vesting Percentage TSR Adjustment FinalVesting Percentage 0 0% 0.9 0.0% 1.0 0.0% 1.1 0.0% 0.5 25% 0.9 22.5% 1.0 25.0% 1.1 27.5% 1.0 50% 0.9 45.0% 1.0 50.0% 1.1 55.0% 1.4 100% 0.9 90.0% 1.0 100.0% 1.1 110.0% 1.6 125% 0.9 112.5% 1.0 125.0% 1.1 137.5% 1.8 or Greater 150% 0.9 135.0% 1.0 150.0%For purposes of this Performance Table:

Award Agreement and Related Documents. This PSU Performance Stock Unit Agreement shall have no force or effect unless you have been notified by the Company, and identified in the Company’s records, as the recipient of a PSU Performance Stock Unit grant. YOU MUST REVIEW AND ACKNOWLEDGE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, INCLUDING SPECIFICALLY THE RESTRICTIVE COVENANTS, BY EXECUTING THIS AGREEMENT ELECTRONICALLY VIA YOUR ESTABLISHED ACCOUNT ON THE XXXXXX XXXXXXX XXXXX XXXXXX WEBSITE WITHIN 60 DAYS OF THE DATE OF GRANT; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY, AT ITS DISCRETION, EXTEND THIS DATE. FAILURE TO ACCEPT THE REFERENCED TERMS AND TO EXCUTE THIS AGREEMENT ELECTRONICALLY WILL PRECLUDE YOU FROM RECEIVING YOUR PSU PERFORMANCE STOCK UNIT GRANT. In connection with your PSU Performance Stock Unit grant and this Award Agreement, the following additional documents were made available to you electronically, and paper copies are available on request directed to the Company’s Compensation Department: (i) the Plan; and (ii) a Prospectus relating to the Plan. FY15 PSU AWARD AGREEMENT – EXHIBIT A VESTING OF PERFORMANCE STOCK UNITS The PSUs Performance Stock Units that shall vest, if any, following the end of the Performance Period shall be determined by multiplying the number of PSUs Performance Stock Units granted by the “Final Vesting Percentage,” as determined below, provided that the maximum Final Vesting Percentage for the Performance Period shall be 165%. The PSU Achievement percentage for each of the three fiscal years covered by the Performance Period shall be determined by Sales, weighted 50%, and Free Cash Flow, weighted 50% with the specific Sales and Free Cash Flow targets set by the Committee each year. Free Cash Flow (FCF) is defined as operating cash flow (net income plus depreciation plus change in working capital plus non-cash items, including but not limited to stock compensation and asset write-downs, less capital expenditures). The Final Vesting Percentages shall be determined according to the following grid: PSU Rating Preliminary Vesting Percentage TSR Adjustment FinalVesting Percentage 0 0% 0.9 0.0% 1.0 0.0% 1.1 0.0% 0.5 25% 0.9 22.5% 1.0 25.0% 1.1 27.5% 1.0 50% 0.9 45.0% 1.0 50.0% 1.1 55.0% 1.4 100% 0.9 90.0% 1.0 100.0% 1.1 110.0% 1.6 125% 0.9 112.5% 1.0 125.0% 1.1 137.5% 1.8 or Greater 150% 0.9 135.0% 1.0 150.0%

Award Agreement and Related Documents. This PSU Performance Stock Unit Agreement shall have no force or effect unless you have been notified by the Company, and identified in the Company’s records, as the recipient of a PSU Performance Stock Unit grant. YOU MUST REVIEW AND ACKNOWLEDGE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, INCLUDING SPECIFICALLY THE RESTRICTIVE COVENANTS, BY EXECUTING THIS AGREEMENT ELECTRONICALLY VIA YOUR ESTABLISHED ACCOUNT ON THE XXXXXX XXXXXXX XXXXX XXXXXX WEBSITE WITHIN 60 DAYS OF THE DATE OF GRANT; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY, AT ITS DISCRETION, EXTEND THIS DATE. FAILURE TO ACCEPT THE REFERENCED TERMS AND TO EXCUTE THIS AGREEMENT ELECTRONICALLY WILL PRECLUDE YOU FROM RECEIVING YOUR PSU PERFORMANCE STOCK UNIT GRANT. In connection with your PSU Performance Stock Unit grant and this Award Agreement, the following additional documents were made available to you electronically, and paper copies are available on request directed to the Company’s Compensation Department: (i) the Plan; and (ii) a Prospectus relating to the Plan. FY15 PSU AWARD AGREEMENT – EXHIBIT A VESTING OF PERFORMANCE STOCK UNITS The PSUs Performance Stock Units that shall vest, if any, following the end of the Performance Period shall be determined by multiplying the number of PSUs Performance Stock Units granted by the “Final Vesting Percentage,” as determined below, provided that the maximum Final Vesting Percentage for the Performance Period shall be 165150%. The PSU Achievement percentage Rating for each of the three fiscal years covered by the Performance Period shall be determined by Sales, weighted 50%, and Free Cash Flow, weighted = 50% with (MIP Rating for Earnings Per Share) + 50% (MIP Rating for Sales) PSU Rating Average = a simple average of the specific Sales and Free Cash Flow targets set PSU Ratings for the three fiscal years covered by the Committee each year. Free Cash Flow (FCF) is defined as operating cash flow (net income plus depreciation plus change in working capital plus non-cash items, including but not limited to stock compensation and asset write-downs, less capital expenditures). Performance Period The Final “Vesting Percentages Percentage” shall be determined according to the following grid: PSU Rating Preliminary Average Vesting Percentage TSR Adjustment FinalVesting Percentage 0 0.00 0% 0.9 0.0% 1.0 0.0% 1.1 0.0% 0.5 0.50 25% 0.9 22.5% 1.0 25.0% 1.1 27.5% 1.0 1.00 50% 0.9 45.0% 1.0 50.0% 1.1 55.0% 1.4 1.40 100% 0.9 90.0% 1.0 100.0% 1.1 110.0% 1.6 1.60 125% 0.9 112.5% 1.0 125.0% 1.1 137.5% 1.8 1.80 or Greater 150% 0.9 135.0The MIP Ratings and Vesting Percentage shall be as determined by the Company. The Vesting Percentage shall be interpolated based on the PSU Rating Average in the above table. The Vesting Percentage shall be rounded to the nearest 1.0%, with .5% 1.0 150.0being rounded up. The number of Performance Stock Units that vest pursuant to the Vesting Percentage shall be rounded to the nearest whole number, with .5 being rounded up. For example, a PSU Rating Average of 1.15 would result in a Vesting Percentage of 69%