Appendix A to Restricted Stock/Unit Plan


  
 Exhibit 10.01

 Exhibit A 
 APPENDIX A 
 Target Award Opportunity for each Grantee

  

					
	 Position
	  	 % of Year-End Base
 Salary
	  	Range of Award Grant*
			
	 Chief Executive Officer
	  	45	  	22.5 to 67.5
			
	 President
	  	30	  	15.0 to 45.0
			
	 Executive Vice President
	  	25	  	12.5 to 37.5
			
	 Senior Vice President
	  	20	  	10.0 to 30.0
			
	 Vice President
	  	15	  	7.5 to 22.5
			
	 Other Participants
	  	10	  	5.0 to 15.0
			
	 Non-Employee Directors
	  		  	 800 Restricted
 Stock or Stock Units


  

	*	Awards granted pursuant to the Plan will range from 50 to 150 percent of the target award opportunity for each participant, other than non-Employee Directors,
established for the initial award. The actual award will be determined based on the three-year average Management Incentive Plan payout percentage (MIP Payout Percentage) for the three years immediately preceding the award determination date. The
threshold to earn an award will be a MIP Payout Percentage of 90. The award will increase by five percent for each one percentage point increase in the MIP Payout Percentage until such percentage equals 100, then the increase will be reduced to two
and one-half percent for each percentage point increase through 120. 

  

	*	Awards granted pursuant to the Plan to Directors will be set at 800 Restricted Stock or Stock Units per year. 


 

	*	Once the Awards are established, they will be converted into Restricted Stock or Stock Units, based on the closing price of Common Stock on the New York Stock Exchange
on the Award date. 







  
 Vesting Schedule of Awards:

  

	 	(a)	Awards to Employees. 

 (i) With respect to Awards to Employees, unless otherwise set forth in the Award Agreement or in an amendment to this Appendix A, the Shares or Units subject to an Award shall vest and be paid out in
Common Stock over a three (3) year period as follows: forty percent (40%) of the Shares or Units subject to the Award shall vest on the 4th of January following the award (Vesting Commencement Date) and thirty percent (30%) of the Shares or Units
subject to the Award shall vest on each of the second and third anniversaries of the Vesting Commencement Date. 
 (ii) During
any authorized leave of absence, the vesting of the Shares or Units awarded to Employees only as provided above shall be suspended after the leave of absence exceeds a period of three (3) months. Vesting of the Shares or Units shall resume upon
the Employee’s termination of the leave of absence and return to service to the Company or a Related Entity. The Vesting Schedule of the Shares or Units shall be extended by the length of the suspension. 

(iii) Notwithstanding the foregoing, in the event the Employee’s Continuous Service terminates as the result of death, Retirement,
or Disability, 100% of the Shares or Units shall become fully vested and no longer subject to forfeiture to the Company. In addition, 100% of the Shares or Units shall become fully vested and no longer subject to forfeiture to the Company
immediately prior to a Change in Control Event. 
 (iv) In addition, with respect to Grantees who are Senior Vice Presidents or
above only, in the event such Grantee’s Continuous Service terminates as a result of Good Reason, 100% of the Shares or Units shall become fully vested and no longer subject to forfeiture to the Company. 

(v) With respect to Restricted Stock Units, awards shall be credited with notional dividends at the same time, in the same form, and in
equivalent amounts as dividends that are payable from time to time on the Common Stock. Any such notional dividends shall be valued as of the date on which they are credited to the Employee and reallocated to acquire additional Units. Such
additional Units shall vest in accordance with the vesting schedule set forth in the applicable Award Agreement as if such Units had been issued on the date of such Award (if any). 

For purposes of the Plan, “Good Reason” shall mean, with respect to Employees who are employed in senior vice president level
positions and above, (i) a reduction by the Company in the Grantee’s base salary as in effect on the date hereof, or (ii) any material breach of any material provision of any employment agreement between the Grantee and the Company by
the Company which is not cured within sixty (60) days after written notice of such breach by the Grantee to the Company. 

  
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 (b) Awards to
Directors. Subject to the Director’s Continuous Service, Awards shall vest in accordance with either of the following schedules: 
 (i) Forty percent (40%) of the Shares or Units subject to the Award shall vest on the 4th of January following the award (Vesting Commencement Date), and thirty percent (30%) on each of the second and
third anniversaries of the Vesting Commencement Date. Vesting of the Shares or Units shall accelerate so that one hundred percent (100%) of the Shares or Units subject to the Award shall vest (i) immediately prior to a Change in Control
Event or (ii) upon termination of the Director’s Continuous Service as a result of death, Disability or Retirement. With respect to Restricted Stock Units, the conversion of the Units into Shares, however, will not occur until the
Director’s Continuous Service terminates, or immediately prior to a Change in Control Event. 
 (ii) With respect to
Restricted Stock Units, awards shall be credited with notional dividends at the same time, in the same form, and in equivalent amounts as dividends that are payable from time to time on the Common Stock. Any such notional dividends shall be valued
as of the date on which they are credited to the Director and reallocated to acquire additional Units. Such additional Units shall vest in accordance with the vesting schedule set forth in the applicable Award Agreement as if such Units had been
issued on the date of such Award (if any). 

  
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