Common use of Performance Share Grant Clause in Contracts

Performance Share Grant. Pursuant to Section IX of the Plan and subject to Paragraph 7 of this Agreement, the Company hereby grants to the Executive, as of the date hereof, an award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement (“Performance Share Grant”). The Committee has established Performance Goals such that if the Company achieves a cumulative annual growth rate of earnings per share (“EPS”) for the Performance Period of four (4) percent or greater, then the Executive will be issued Performance Shares in accordance with the following chart: Fully Diluted EPS Annual EPS Cumulative Total Over Performance Shares Performance Goal Growth Rate Performance Period That May Be Earned Threshold 4 % $ 16.75 Good 8 % $ 18.09 Target 12 % $ 19.50 Maximum 16 % $ 20.98 The number of shares appearing under the heading “Performance Shares That May Be Earned” shall constitute the number of Performance Shares which may be earned by the Executive based upon achievement of that specific Performance Goal as established by the Committee based on cumulative EPS performance during the Performance Period (Threshold, Good, Target or Maximum). In the event the Company’s actual annual growth rate of EPS for the Performance Period exceeds the Threshold level of 4% but is lower than the Maximum level of 16%, the number of Performance Shares earned by the Executive shall be determined by interpolation. In the event the Company’s actual annual growth rate of EPS for the Performance Period is below the Threshold (4%) level, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the annual growth rate of EPS equals or exceeds 16% during the Performance Period. At the end of the Performance Period, the Committee shall determine the Performance Goal achieved and the number of Performance Shares, if any, earned by the Executive. Except for shares withheld by the Company as provided in Paragraph 4 or shares the receipt of which has been deferred as provided in Paragraph 5, the Company shall then cause its parent, Cxxxxx Industries, Ltd., to issue a stock certificate or book entry shares in the Executive’s name for the number of shares of Common Stock equal to the Performance Shares earned by the Executive upon lapse of the forfeiture restrictions set forth in Paragraph 3(a). The Company shall then provide stock certificate or book-entry shares to the Executive.

Performance Share Grant. Pursuant to Section IX of the Plan and subject to Paragraph 7 of this Agreement, the Company hereby grants to the Executive, as of the date hereof, an award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement (“Performance Share Grant”). The Committee has established Performance Goals such that if the Company achieves a cumulative annual growth rate of earnings per share (“EPS”) for the Performance Period of four (4) percent or greater, then the Executive will be issued Performance Shares in accordance with the following chart: Fully Diluted EPS Annual EPS Cumulative Total Over Performance Shares Performance Goal Growth Rate Performance Period That May Be Earned Threshold 4 4% $ 16.75 $11.62 Good 8 8% $ 18.09 $12.55 Target 12 12% $ 19.50 $13.53 Maximum 16 16% $ 20.98 $14.56 The number of shares appearing under the heading “Performance Shares That May Be Earned” shall constitute the number of Performance Shares which may be earned by the Executive based upon achievement of that specific Performance Goal as established by the Committee based on cumulative EPS performance during the Performance Period (Threshold, Good, Target or Maximum). In the event the Company’s actual annual growth rate of EPS for the Performance Period exceeds the Threshold level of 4% but is lower than the Maximum level of 16%, the number of Performance Shares earned by the Executive shall be determined by interpolation. In the event the Company’s actual annual growth rate of EPS for the Performance Period is below the Threshold (4%) level, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the annual growth rate of EPS equals or exceeds 16% during the Performance Period. At the end of the Performance Period, the Committee shall determine the Performance Goal achieved and the number of Performance Shares, if any, earned by the Executive. Except for shares withheld by the Company as provided in Paragraph 4 or shares the receipt of which has been deferred as provided in Paragraph 5, the Company shall then cause its parent, Cxxxxx Industries, Ltd., to issue a stock certificate or book entry shares in the Executive’s name for the number of shares of Common Stock equal to the Performance Shares earned by the Executive upon lapse of the forfeiture restrictions set forth in Paragraph 3(a). The Company shall then provide stock certificate or book-entry shares to the Executive.

Performance Share Grant. Pursuant to Section IX of the Plan and subject to Paragraph 7 of this Agreement, the Company hereby grants to the Executive, as of the date hereof, an award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement (“Performance Share Grant”). The Committee has established Performance Goals such that if the Company achieves a cumulative annual growth rate of earnings per share (“EPS”) for the Performance Period of four (4) percent or greater, then the Executive will be issued Performance Shares in accordance with the following chart: Fully Diluted EPS Annual EPS Cumulative Total Over Performance Shares Performance Goal Growth Rate Performance Period That May Be Earned Threshold 4 % $ 16.75 13.37 Good 8 % $ 18.09 14.45 Target 12 % $ 19.50 15.57 Maximum 16 % $ 20.98 16.75 The number of shares appearing under the heading “Performance Shares That May Be Earned” shall constitute the number of Performance Shares which may be earned by the Executive based upon achievement of that specific Performance Goal as established by the Committee based on cumulative EPS performance during the Performance Period (Threshold, Good, Target or Maximum). In the event the Company’s actual annual growth rate of EPS for the Performance Period exceeds the Threshold level of 4% but is lower than the Maximum level of 16%, the number of Performance Shares earned by the Executive shall be determined by interpolation. In the event the Company’s actual annual growth rate of EPS for the Performance Period is below the Threshold (4%) level, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the annual growth rate of EPS equals or exceeds 16% during the Performance Period. At the end of the Performance Period, the Committee shall determine the Performance Goal achieved and the number of Performance Shares, if any, earned by the Executive. Except for shares withheld by the Company as provided in Paragraph 4 or shares the receipt of which has been deferred as provided in Paragraph 5, the Company shall then cause its parent, Cxxxxx Industries, Ltd., to issue a stock certificate or book entry shares in the Executive’s name for the number of shares of Common Stock equal to the Performance Shares earned by the Executive upon lapse of the forfeiture restrictions set forth in Paragraph 3(a). The Company shall then provide stock certificate or book-entry shares to the Executive.

Performance Share Grant. Pursuant to Section IX of the Plan and subject to Paragraph 7 of this AgreementPlan, the Company hereby grants to the Executive, as of the date hereof, an award Award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement (“"Performance Share Grant”"). The Committee has established Performance Goals such that if the Company achieves a cumulative annual growth rate of earnings per share (“"EPS”") for the Performance Period of four (4) nine percent or greatergreater over operating EPS for 2002 of $2.60, then the Executive will be issued Performance Shares in accordance with the following chart: Cumulative Fully Diluted EPS Performance Performance Annual EPS Cumulative Total Over Performance Shares Performance Goal That Level Growth Rate Performance Period That May Be Earned Threshold 4 ----------- ----------- --------------------- ------------- Goal 9% $ 16.75 Good 8 $5.92 _______ Target 12% $ 18.09 Target 12 $6.17 _______ Maximum 15% $ 19.50 Maximum 16 % $ 20.98 $6.43 _______ The number of shares appearing under the heading “"Performance Shares That May Be Earned” " shall constitute the number of the Company's Performance Shares which may be earned by the Executive based upon achievement of that specific the Performance Goal as levels established by the Committee based on cumulative EPS performance during the Performance Period (Threshold, GoodGoal, Target or Maximum). In the event the Company’s 's actual cumulative annual growth rate of EPS for the Performance Period exceeds the Threshold Goal level of 49% but is lower than the Maximum level of 1615%, the number of Performance Shares earned by the Executive shall be determined by interpolationinterpolated on a pro-rata basis. In the event the Company’s 's actual cumulative annual growth rate of EPS for the Performance Period is below the Threshold Goal (49%) level, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the cumulative annual growth rate of EPS equals is 15% or exceeds 16% more during the Performance Period. At the end of the Performance Period, the Committee shall determine the level of achievement of the Performance Goal achieved Target and the number of Performance Shares, if any, earned by the Executive. The Performance Shares earned by the Executive, if any, shall then be subject to restrictions until February 11, 2006. Except for shares withheld as provided under Paragraph 7 of this Agreement, restrictions shall lapse on any Performance Shares earned by the Executive during the Performance Period on February 11, 2006, provided the Executive is actively employed by the Company on that date. Except for Performance Shares payable in cash as provided in Paragraph 4 or shares the receipt of which has been deferred as provided in Paragraph 56, the Company shall then cause its parent, Cxxxxx Xxxxxx Industries, Ltd., to issue a stock certificate or book entry shares in the Executive’s 's name for the number of shares of Common Stock equal to the Performance Shares earned by the Executive upon the lapse of the forfeiture restrictions set forth in Paragraph 3(a). The Company shall then provide stock certificate or book-entry on those shares to the Executiveas provided herein.

Performance Share Grant. Pursuant to Section IX of the Plan and subject to Paragraph 7 6 of this Agreement, the Company hereby grants to the Executive, as of the date hereof, an award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement (“Performance Share Grant”). The Committee has established Performance Goals such that if the Company achieves a cumulative annual growth rate of earnings per share (“EPS”) net debt to EBITDA coverage ratio for the Performance Period of four (4) percent 2.00, or greaterless, then the Executive will be issued Performance Shares in accordance with the following chart: Fully Diluted EPS Annual EPS Cumulative Total Over Coverage Ratio Performance Shares Performance Goal Growth Rate Performance Period That May Be Earned Threshold 4 % $ 16.75 Good 8 % $ 18.09 Target 12 % $ 19.50 Maximum 16 % $ 20.98 Level (Net Debt/EBITDA) Share Award • Not achieved > 2.00 0 • Achieved ³ 2.00 The number of shares appearing under the heading “Performance Shares That May Be EarnedShare Award” shall constitute the number of Performance Shares which may be earned by the Executive based upon achievement of that specific Performance Goal as established by the Committee based on cumulative EPS performance during the Performance Period (Thresholda net ESIA 2009 debt to EBITDA coverage ratio of 2.00, Goodor less, Target or Maximum)as of December 31, 2009. In the event the Company’s actual annual growth rate of EPS for the Performance Period net debit to EBITDA coverage ratio exceeds the Threshold level of 4% but is lower than the Maximum level of 16%, the number of Performance Shares earned by the Executive shall be determined by interpolation. In the event the Company’s actual annual growth rate of EPS for the Performance Period is below the Threshold (4%) level2.00, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the annual growth rate of EPS equals or exceeds 16% during the Performance Period. At the end of the Performance Period, the Committee shall determine the Performance Goal achieved and the number of Performance Shares, if any, earned by the Executive. The Performance Shares earned by the Executive, if any, shall then be subject to restrictions until the date on which the Committee meets in February 2012. Except as provided under Paragraph 5 of this Agreement, restrictions shall lapse on any Performance Shares earned by the Executive during the Performance Period on the date the Committee meets in February 2012, provided the Executive is actively employed on that date. Except for shares withheld by the Company as provided in Paragraph 4 or shares the receipt of which has been deferred as provided in Paragraph 54, the Company shall then cause its parent, Cxxxxx Xxxxxx Industries, Ltd., to issue a stock certificate or book entry shares in the Executive’s name for the number of shares of Common Stock equal to the Performance Shares earned by the Executive upon lapse of the forfeiture restrictions set forth in Paragraph 3(a). The Company shall then provide stock certificate or book-entry shares to the ExecutiveExecutive on or before March 15, 2012.

Performance Share Grant. Pursuant to Section IX of the Plan and subject to Paragraph 7 6 of this Agreement, the Company hereby grants to the Executive, as of the date hereof, an award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement (“Performance Share Grant”). The Committee has established Performance Goals such that if the Company achieves a cumulative annual growth rate of earnings per share (“EPS”) for the Performance Period of four (4) percent or greater, then the Executive will be issued Performance Shares in accordance with the following chart: Fully Diluted EPS Annual EPS Cumulative Total Over Performance Shares Performance Goal Growth Rate Performance Period That May Be Earned Threshold 4 % $ 16.75 10.19 «Thresh» Good 8 7 % $ 18.09 10.80 «Good» Target 12 10 % $ 19.50 11.43 «Target» Maximum 16 14 % $ 20.98 12.31 «Max» The number of shares appearing under the heading “Performance Shares That May Be Earned” shall constitute the number of Performance Shares which may be earned by the Executive based upon achievement of that specific Performance Goal as established by the Committee based on cumulative EPS performance during the Performance Period (Threshold, Good, Target or Maximum). In the event the Company’s actual annual growth rate of EPS for the Performance Period exceeds the Threshold level of 4% but is lower than the Maximum level of 1614%, the number of Performance Shares earned by the Executive shall be determined by interpolation. In the event the Company’s actual annual growth rate of EPS for the Performance Period is below the Threshold (4%) level, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the annual growth rate of EPS equals or exceeds 1614% during the Performance Period. At the end of the Performance Period, the Committee shall determine the Performance Goal achieved and the number of Performance Shares, if any, earned by the Executive. Except for shares withheld by the Company as provided in Paragraph 4 or shares the receipt of which has been deferred as provided in Paragraph 54, the Company shall then cause its parent, Cxxxxx Industries, Ltd., to issue a stock certificate or book entry shares in the Executive’s name for the number of shares of Common Stock equal to the Performance Shares earned by the Executive upon lapse of the forfeiture restrictions set forth in Paragraph 3(a). The Company shall then provide stock certificate or book-entry shares to the Executive.

Performance Share Grant. Pursuant to Section IX of the Plan and subject to Paragraph 7 9 of this Agreement, the Company hereby grants to the Executive, as of the date hereof, an award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement (“"Performance Share Grant”"). The Committee has established Performance Goals such that if the Company achieves a cumulative annual growth rate of earnings per share (“"EPS”") for the Performance Period of four (4) percent or greater, then the Executive will be issued Performance Shares in accordance with the following chart: Fully Diluted EPS Annual EPS Cumulative Total Over Performance Shares Performance Goal Growth Rate Performance Period That May Be Earned ---------------- ----------- --------------------- ------------------ Threshold 4 4% $ 16.75 9.19 ------------------ Good 8 8% $ 18.09 9.92 ------------------ Target 12 12% $ 19.50 $10.70 ------------------ Maximum 16 16% $ 20.98 $11.51 ------------------ The number of shares appearing under the heading “"Performance Shares That May Be Earned” " shall constitute the number of Performance Shares which may be earned by the Executive based upon achievement of that specific Performance Goal as established by the Committee based on cumulative EPS performance during the Performance Period (Threshold, Good, Target or Maximum). In the event the Company’s 's actual annual growth rate of EPS for the Performance Period exceeds the Threshold level of 4% but is lower than the Maximum level of 16%, the number of Performance Shares earned by the Executive shall be determined by interpolationinterpolated on a pro-rata basis. In the event the Company’s 's actual annual growth rate of EPS for the Performance Period is below the Threshold (4%) level, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the annual growth rate of EPS equals or exceeds 16% during the Performance Period. At the end of the Performance Period, the Committee shall determine the Performance Goal achieved and the number of Performance Shares, if any, earned by the Executive. Except for shares withheld by the Company as provided Performance Shares payable in Paragraph 4 or shares the receipt of which has been deferred cash as provided in Paragraph 5, the Company shall then cause its parent, Cxxxxx Xxxxxx Industries, Ltd., to issue a stock certificate or book entry shares in the Executive’s 's name for the number of shares of Common Stock equal to the Performance Shares earned by the Executive upon lapse of the forfeiture restrictions set forth in Paragraph 3(a)Executive. The Company shall then provide said stock certificate or book-entry shares shares, together with a cash payment for Performance Shares payable in cash under Paragraph 5, to the Executive.

Performance Share Grant. Pursuant to Section IX of the Plan and subject to Paragraph 7 6 of this Agreement, the Company hereby grants to the Executive, as of the date hereof, an award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement (“Performance Share Grant”). The Committee has established Performance Goals such that if the Company achieves a cumulative annual growth rate of earnings per share (“EPS”) net debt to EBITDA coverage ratio for the Performance Period of four (4) percent 2.00, or greaterless, then the Executive will be issued Performance Shares in accordance with the following chart: Fully Diluted EPS Annual EPS Cumulative Total Over Coverage Ratio Performance Shares Performance Goal Growth Rate Performance Period That May Be Earned Threshold 4 % $ 16.75 Good 8 % $ 18.09 Target 12 % $ 19.50 Maximum 16 % $ 20.98 Level (Net Debt/EBITDA) Share Award • Not achieved > 2.00 0 • Achieved £ 2.00 ___ The number of shares appearing under the heading “Performance Shares That May Be EarnedShare Award” shall constitute the number of Performance Shares which may be earned by the Executive based upon achievement of that the specific Performance Goal as established by the Committee based on cumulative EPS performance during the Performance Period (Thresholda net debt to EBITDA coverage ratio of 2.00, Goodor less, Target or Maximum)as of December 31, 2009. In the event the Company’s actual annual growth rate of EPS for the Performance Period net debit to EBITDA coverage ratio exceeds the Threshold level of 4% but is lower than the Maximum level of 16%, the number of Performance Shares earned by the Executive shall be determined by interpolation. In the event the Company’s actual annual growth rate of EPS for the Performance Period is below the Threshold (4%) level2.00, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the annual growth rate of EPS equals or exceeds 16% during the Performance Period. At the end of the Performance Period, the Committee shall determine the Performance Goal achieved and the number of Performance Shares, if any, earned by the Executive. The Performance Shares earned by the Executive, if any, shall then be subject to restrictions until the date on which the Committee meets in February 2012. Except as provided under Paragraph 5 of this Agreement, restrictions shall lapse on any Performance Shares earned by the Executive during the Performance Period on the date the Committee meets in February 2012, provided the Executive is actively employed on that date. Except for shares withheld by the Company as provided in Paragraph 4 or shares the receipt of which has been deferred as provided in Paragraph 54, the Company shall then cause its parent, Cxxxxx Xxxxxx Industries, Ltd., to issue a stock certificate or book entry shares in the Executive’s name for the number of shares of Common Stock equal to the Performance Shares earned by the Executive upon lapse of the forfeiture restrictions set forth in Paragraph 3(a). The Company shall then provide stock certificate or book-entry shares to the ExecutiveExecutive on or before March 15, 2012.