Unassociated Document


    Exhibit
10.1

    UNIT
CORPORATION

    ANNUAL
BONUS PERFORMANCE PLAN

     

    (Effective
October 21, 2008)

     

    
      


       

      
        	
                I.  

              	
                Purpose.

              


      

       

      The
purpose of this Annual Bonus Performance Plan (this “Plan”) is to enhance the
ability of Unit Corporation (the “Company”) and its Operating Segments to
attract, motivate, reward and retain key Employees, to strengthen their
commitment to the success of the Company and to align their interests with those
of the Company’s shareholders by providing compensation to these designated key
Employees based on the achievement of Performance Objectives. To this end, the
Plan provides a means of rewarding Participants based on the performance of the
Company, its Operating Segments, and the individual.

    

     

    
      
        	
                II.  

              	
                Administration.

              


      

       

    

    This Plan
shall be administered by the Compensation Committee of the Board or such other
committee appointed by the Board from time to time to administer the Plan and to
perform the functions set forth in this Plan ("Committee"). The Committee shall
have full authority to establish the rules and regulations relating to this
Plan, and

     

    
      	
              ·  

            	
              to
      interpret this Plan and those rules and
  regulations,

            


    

     

    
      	
              ·  

            	
              to
      determine the Performance
Objectives,

            


    

     

    
      	
              ·  

            	
              to
      establish the available bonus pool,

            


    

     

    
      	
              ·  

            	
              to
      decide the facts in any case arising under this
  Plan,

            


    

     

    
      	
              ·  

            	
              to
      determine the Participants in this Plan, the Award opportunities for the
      Participants and whether the Award opportunities shall be based on the
      Performance Objectives of the Company, the Performance Objectives of one
      or more Operating Segments, the Performance Objectives of the individual
      or a combination thereof, and

            


    

     

    
      	
              ·  

            	
              to
      make all other determinations and to take all other actions necessary or
      appropriate for the proper administration of this Plan, including the
      delegation of that authority or power, where
  appropriate.

            


    

     

    The
Committee’s administration of this Plan, including all rules and regulations,
interpretations, selections, determinations, approvals, decisions, delegations,
amendments, terminations and other actions, shall be final and binding on all
persons, including the Company, its stockholders and the Participants and their
beneficiaries.

     

    
      
        	
                III.  

              	
                Eligible
      Employees.

              


      

       

    

    Participation
shall be limited to those Employees selected by the Committee to participate in
the Plan for each Performance Period.

     

    
      
        	
                IV.  

              	
                Establishment
      of Awards.

              


      

       

    

    Before
(or as soon thereafter as reasonably possible) the commencement of each
Performance Period, the Committee shall establish for that Performance Period
the Performance Objectives of the Company and/or Operating Segments, the
Participants and the total bonus pool.  The total bonus pool available
for the Performance Period shall be increased by the target bonus attributable
to individual Performance Objectives for any Participant who is provided an
Award after that pool has been established.  The Committee shall
determine (i) the Employees who shall be Participants during each
Performance Period, (ii) whether Awards for each Participant shall be based
on the achievement of Performance Objectives of the Company, the Performance
Objective of one or more Operating Segments, the Performance Objectives of the
individual or on a combination of the achievement of these Performance
Objectives, and (iii) the Award opportunities for each
Participant, including the extent to which 

     

    
      1

    

     

    Awards
will be payable for actual performance between each level of the Performance
Objectives.  In no event may the aggregate target Awards based on
individual Performance Objectives or the aggregate bonuses actually payable
based on such individual Performance Objectives exceed the total bonus pool
available for a Performance Period.  The Company shall notify each
Participant of the applicable Performance Objectives for that Participant and
his or her corresponding Award opportunities for each Performance
Period.

     

    
      
        	
                V.  

              	
                Payment
      of Awards.

              


      

       

      Awards
under this Plan shall be payable as follows:

    

     

    i. Except to
the extent otherwise determined by the Committee, any Award shall be paid to a
Participant under this Plan only in accordance with the terms of this Plan and
only on the attainment of the Performance Objectives established, adjusted and
applied by the Committee for that Participant as provided in this Plan. The
Committee shall be the sole and exclusive arbiter of the extent, if any, to
which the Performance Objectives have been attained, and the amount of the
Award, if any, that is payable to each Participant.

     

    ii. Before
March 15 of the calendar year following the calendar year in which the
Performance Period ends, the Committee shall determined the amount of the Award,
if any, payable to each Participant.  After the Committee has
determined the amount of the annual Award that may be payable to each
Participant, the Award shall be paid to each Participant no later than March
15th of the calendar year following the calendar year in which the Performance
Period ends provided that the Participant is employed with the Company or one of
its Operating Segments on the date that the Award is
paid.  Notwithstanding the foregoing, the payment of an Award may be
deferred under the terms of the Unit Corporation Executive Nonqualified Excess
Plan.

     

    iii. Awards
shall be paid in cash.

     

    iv. This Plan
is intended not to be subject to Section 409A of the Code, together with any
related regulations and guidance promulgated thereunder (“Section 409A”), and
will be interpreted in a manner consistent with that.  Despite
anything else in this Plan to the contrary, if at the time of a Participant’s
termination of employment the Participant is a “specified employee” within the
meaning of Section 409A (as determined in accordance with the methodology
established by the Company as in effect on the date of termination) (a
“Specified Employee”), and the amounts payable under this Plan are determined to
be subject to Section 409A, then the Company shall defer making paying of such
payments or benefits under this Plan (without any reduction in such payments or
benefits ultimately paid or provided to the Participant) until the date that is
the first business day after the date that is six months following the
Participant’s “separation from service” within the meaning of Section 409A of
the Code (the “Delayed Payment Date”); provided, however, that if
the Participant dies following the date of termination but before the Delayed
Payment Date, such amounts shall be paid to the personal representative of the
Participant’s estate within 30 days following the Participant’s
death.

     

    
      
        	
                VI.  

              	
                Termination
      of Employment.

              


      

       

    

    Except as
otherwise provided in Section X, an Award for a Performance Period shall be
payable to any Participant only if he or she is employed by the Company or one
of its Operating Segments on the payment date for Awards payable in respect of
that Performance Period, unless the Participant’s employment was terminated
before the payment date because of his or her (i) death,
(ii) Disability or (iii) retirement after attaining age 63, in which
event the Participant will be entitled to a pro-rata portion (which shall be
calculated based on the ratio of the number of calendar days worked in the
Performance Period to the total number of calendar days in the Performance
Period) of the Award otherwise payable in respect of that Performance
Period.

     

    
      2

    

     

    
      
        	
                VII.  

              	
                Adjustments.

              


      

       

    

    The
Committee may, at the time Performance Objectives are determined for a
Performance Period, or at any time before the final determination of Awards in
respect of that Performance Period, provide for the manner in which performance
will be measured against the Performance Objectives or may adjust the
Performance Objectives to reflect the impact of specified corporate transactions
(such as a stock split or stock dividend), special charges, accounting or tax
law changes and other extraordinary or nonrecurring events.

     

    
      
        	
                VIII.  

              	
                Designation
      of Beneficiary.

              


      

       

      In the
event of a Participant’s death before full payment of any Award under this Plan,
unless that Participant shall have designated a beneficiary or beneficiaries in accordance with this Section, payment of any
Award due under this Plan shall be made to the Participant’s estate. A
beneficiary designation under this Plan, or revocation of a prior beneficiary
designation, will be effective only if it is made in writing on a form provided
by the Company, signed by the Participant and received by the Benefits
Department of the Company.  If a beneficiary has been designated under
this Plan and that beneficiary dies before receiving any payment of an Award or
if that designation shall for any reason be illegal or ineffective, Awards
payable under this Plan shall be paid to the Participant’s
estate.

    

     

    
      
        	
                IX.  

              	
                Amendment
      or Termination.

              


      

       

    

    The Board
may modify, amend or terminate this Plan at any time in its sole discretion and
from time to time and subject to the rights under any other agreement the
Employee may have with the Company, no Employee has any
right to payment under the terms of this Plan  until an Award is
actually paid to the Employee; provided , however , that this
Plan may not be amended or terminated through and including the calendar year in
which a Company Change in Control occurs (i) at the request of a third
party who has indicated an intention or taken steps reasonably calculated to
effect a Company Change in Control or (ii) otherwise in connection with, or
in anticipation of, a Company Change in Control which has been threatened or
proposed, in either case provided a Company Change in Control shall actually
have occurred.

     

    
      
        	
                X.  

              	
                Company
      Change in Control.

              


      

       

    

    Despite
any provision in this Plan to the contrary, on the occurrence of a Company
Change in Control, the following provisions shall apply:

     

    i. The
minimum Award payable to each Participant in respect of the Performance Period
in which the Company Change in Control occurs shall be the greatest
of:

     

    (A)        the
Award or other annual bonus paid or payable to the Participant in respect of the
Performance Period before the year in which the Company Change in Control
occurs;

     

    (B)         the
Award amount that would be payable to the Participant assuming that the Company
achieved the target level of the Performance Objectives for the Performance
Period; and

     

    (C)         the
Award amount that would be payable to the Participant based on the Company’s
actual performance and achievement of applicable Performance Objectives for the
Performance Period through the date of the Change in Control.

     

    ii. Despite
anything to the contrary contained in this Plan, in the event that following the
date of a Company Change in Control and before the payment date for Awards
payable in respect of the Performance Period in which the Company Change in
Control occurs a Participant’s employment is terminated by the Company and/or
its Operating Segments without Cause or by the Participant for Good Reason, that
Participant shall be entitled to receive, within 30 days following the date of
termination, the Award otherwise payable under the terms of this Plan in respect
of that Performance Period as if he or she had remained in the employ of the
Company (or the Operating Segment, as applicable) through the payment date for
Awards payable in respect of the Performance Period; provided that, if the
Participant is entitled to an Award with respect to the Performance Period under
a Key Employee Change of Control

     

    
      3

    

     

    Contract
with the Company, then that Participant shall receive, within 30 days following
the Participant’s “separation from service” within the meaning of Section 409A
of the Code, the greater of (A) the amount determined in accordance with this
Section X.ii and (B) the amount determined under Section 6(a)(i)(A)(5) of such
Key Employee Change of Control Contract (or such other provision of such
contract that provides for the payment of a pro-rata portion of the “Highest
Annual Bonus” (as defined in the Key Employee Change of Control
Contract)).   Notwithstanding the foregoing , in the event that
the Participant is a Specified Employee and the Company determines that the
Award is subject to Section 409A of the Code, the Award shall instead be paid on
the Delayed Payment Date; provided, however, that if
the Participant dies following the date of termination but before the Delayed
Payment Date, such amounts shall be paid to the personal representative of the
Participant’s estate within 30 days following the Participant’s
death.

     

    iii. If a
Participant’s employment is terminated by the Company and/or its Operating
Segments without Cause before the date of a Company Change in Control but the
Participant reasonably demonstrates that the termination (A) was at the
request of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Company Change in Control or
(B) otherwise arose in connection with, or in anticipation of, a Company
Change in Control which has been threatened or proposed, the termination shall
be deemed to have occurred after a Company Change in Control for purposes of
this Agreement.

     

    
      
        	
                XI.  

              	
                Miscellaneous
      Provisions.

              


      

       

    

    i. Neither
the establishment of this Plan, nor any action taken under this Plan, shall be
construed as giving any Employee or any Participant any right to be retained in
the employ of the Company or any of its Operating Segments.

     

    ii. A
Participant’s rights and interests under this Plan may not be assigned or
transferred, except as provided in Section IX, and any attempted assignment or
transfer shall be null and void and shall extinguish, in the Committee’s sole
discretion, the Company’s obligation under this Plan to pay Awards with respect
to that Participant.

     

    iii. This Plan
shall be unfunded. The Company shall not be required to establish any special or
separate fund, or to make any other segregation of assets, to assure payment of
Awards.  No Participant or any other person shall have any right to or
interest in any fund or specific asset or assets of the Company by virtue of
this Plan or by reason of any Award that has been made to him or her, but has
not yet been paid.

     

    iv. The
Company shall have the right to deduct from Awards paid any taxes or other
amounts required by law to be withheld.

     

    v. Nothing
contained in this Plan shall limit or affect in any manner or degree the normal
and usual powers of management, exercised by the officers and the Board or
committees thereof, to change the duties or the character of employment of any
Employee of the Company or any of its Operating Segments or to remove the
individual from the employment of the Company or any of its Operating Segments
at any time, all of which rights and powers are expressly reserved.

     

    vi. To the
extent not preempted by federal law, this Plan shall be determined in accordance
with the laws of the State of Delaware.

     

    vii. No member
of the Committee or of the Board and no Employee or representative of the
Company or any of its Operating Segments shall be liable for any action or
determination made in good faith by the Committee or the Board or by any such
Employee or representative with respect to this Plan or any Award. No Employee
or representative of the Company and no member of the Board or of the Committee
shall be subject to any liability with respect to duties under this Plan, unless
such person acts fraudulently or in bad faith. To the maximum extent permitted
by law, the Company shall indemnify each member of the Board, each member of the
Committee, and any Employee or representative of the Company or any of its


     

    
      4

    

     

    Operating
Segments who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed proceeding, whether civil, criminal,
administrative or investigative, brought with respect to this Plan or with
respect to that person’s conduct (actual or alleged) in connection with this
Plan.

     

    viii. This Plan
document, together with any Awards established by the Committee under this Plan,
contain all of the terms and provisions of and all conditions applicable to this
Plan, and supersedes any previous discussions, communications, understandings or
agreements, written or oral, between the Company and any Participant with
respect to this Plan as well as all prior actions that may have been taken by
the Board of Directors or the Committee relating to this Plan.

     

    
      
        	
                XII.  

              	
                Definitions.

              


      

       

    

    i. “Award” shall mean the
cash incentive award earned by a Participant under this Plan for any Performance
Period.

     

    ii. “Base Salary” shall
mean the Participant’s annual base salary actually paid by the Company and/or
any of its Operating Segments and received by the Participant during the
applicable Performance Period. Annual base salary does not include
(a) Awards under this Plan, (b) long-term incentive awards,
(c) signing bonuses or any similar bonuses, (d) imputed income from
such programs as executive life insurance, or (e) nonrecurring earnings
such as moving expenses, and is based on salary earnings before reductions for
such items as contributions under Sections 125 or 401(k) of the Code or under
any nonqualified deferred compensation plan or agreement.

     

    iii. “Board” shall mean the
Board of Directors of the Company.

     

    iv. “Cause” shall mean:

     

    (A)        the
willful and continued failure of the Participant to perform substantially the
Participant’s duties as then in effect (other than any such failure resulting
from incapacity due to physical or mental illness or following the Participant’s
delivery of a Notice of Termination for Good Reason), after a written demand for
substantial performance is delivered to the Participant by the Board or the
Chief Executive Officer of the Company which specifically identifies the manner
in which the Board or the Chief Executive Officer of the Company believes that
the Participant has not substantially performed the Participant’s duties,
or

     

    (B)         the
willful engaging by the Participant in illegal conduct or gross misconduct that
is materially and demonstrably injurious to the Company.

     

    For
purposes of this Section XII.iv, no act or failure to act, on the part of the
Participant, shall be considered “willful” unless it is done, or
omitted to be done, by the Participant in bad faith or without reasonable belief
that the Participant’s action or omission was in the best interests of the
Company.  Any act, or failure to act, based on (A) authority given
under a resolution duly adopted by the Board, or if the Company is not the
ultimate parent corporation of the affiliated companies and is not
publicly-traded, the board of directors of the ultimate parent of the Company
(the “Applicable Board”) or (B) the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Participant in
good faith and in the best interests of the Company.  The cessation of
employment of the Participant shall not be deemed to be for Cause unless and
until there shall have been delivered to the Participant a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the
entire membership of the Applicable Board (excluding the Participant, if the
Participant is a member of the Applicable Board) at a meeting of the Board
called and held for such purpose (after reasonable notice is provided to the
Participant and the Participant is given an opportunity, together with counsel
for the Participant, to be heard before the Applicable Board), finding that, in
the good faith opinion of the Applicable Board, the Participant is guilty of the
conduct described in clauses (A) or (B) of this Section XII.iv, and specifying
the particulars thereof in detail.

     

    
      5

    

     

    v. “Company Change in
Control” shall be deemed to have occurred as of the first day that any
one or more of the following conditions shall have been satisfied:

     

    (A)           Any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a
“Person”) becomes the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 15% or more of either (x) the then
outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (y) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that
for purposes of this subsection (A), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from the Company,
(ii) any acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
company controlled by, controlling or under common control with the Company
(each, an “Affiliated Company”) or (iv) any acquisition pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (C) of
this definition; provided, that if the Board
of Directors of the Company determines in good faith that a Person became the
beneficial owner of 15% or more of the Outstanding Company Common Stock
inadvertently (including, without limitation, because (x) such Person was
unaware that it beneficially owned a percentage of Outstanding Company Common
Stock that would cause a Change of Control or (y) such Person was aware of the
extent of its beneficial ownership of Outstanding Company Common Stock but had
no actual knowledge of the consequences of such beneficial ownership under this
Plan) and without any intention of changing or influencing control of the
Company, then the beneficial ownership of Outstanding Company Common Stock by
that Person shall not be deemed to be or to have become a Change of Control for
any purposes of this Plan unless and until such Person shall have failed to
divest itself, as soon as practicable (as determined, in good faith, by the
Board of Directors of the Company), of beneficial ownership of a sufficient
number of Outstanding Company Common Stock so that such Person's beneficial
ownership of Outstanding Company Common Stock would no longer otherwise qualify
as a Change of Control;

     

    (B)           Individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual was a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board;

     

    (C)           Consummation
by the Company of a reorganization, merger, statutory share exchange or
consolidation or similar transaction involving the Company or any of its
subsidiaries, a sale or other disposition of all or substantially all of the
assets of the Company or the acquisition of assets or stock of another entity by
the Company or any of its subsidiaries (each, a “Business Combination”), in each
case, unless, following such Business Combination, (i) all or substantially all
of the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of the then outstanding shares of common stock (or,
for a non-corporate entity, equivalent securities) and the combined voting power
of the then outstanding voting securities entitled to vote generally in the
election of directors (or, for a non-corporate entity, equivalent governing
body), as the case may be, of the entity resulting from such Business
Combination (including, without limitation, an entity which as a result of such
transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Common Stock and the Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding any corporation
resulting from such Business Combination

     

    
      6

    

     

    or any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 15% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the board
of directors (or, for a non-corporate entity, equivalent governing body) of the
entity resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or

     

    (D)           Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.

     

    vi. “Code” shall mean the
Internal Revenue Code of 1986, as amended.

     

    vii. “Disability” shall
mean [(A) with respect to a Participant party to a Key Employee Change of
Control Contract [or other employment agreement], “Disability” as defined in
such Key Employee Change of Control Contract [or other employment agreement], or
(B) in all other cases, “Disability” will be deemed to have occurred if the
Participant is eligible to receive benefits under the Company’s long-term
disability plan for a period of three (3) months or more.

     

    viii. “Employee” shall mean
any employee of the Company or any of its Operating Segments.

     

    ix. “Good Reason” shall
mean (A) with respect to a Participant party to a Key Employee Change of Control
Contract [or other employment agreement], “Good Reason” (or words of similar
meaning) as defined in Contract [or employment agreement], or (B) in all other
cases, the occurrence after a Company Change in Control of any of the following
events or conditions without the Participant’s express written
consent:

     

    (A)         a
material adverse change in the Participant’s status, title, position or
responsibilities (including reporting responsibilities) which, in the
Participant’s reasonable judgment, or the assignment to the Participant of any
duties or responsibilities which, in the Participant’s reasonable judgment, are
materially and adversely inconsistent with such status, title, position or
responsibilities;

     

    (B)         a
material reduction by the Company in the Participant’s Base Salary as in effect
immediately prior to the Change in Control or as the same may be increased from
time to time;

     

    (C)         the
Company’s requiring the Participant to be based at any place outside a 30-mile
radius from the Participant’s business office location immediately before the
Company Change in Control, except for reasonably required travel on Company
business which is not materially greater than such travel requirements before
the Change in Control;

     

    (D)         the
material failure by the Company to continue to provide the Participant with
compensation and benefits substantially similar (in terms of benefit levels
and/or reward opportunities) to those provided for under the Participant’s
Employment Agreement, if applicable, and those provided to him or her under any
of the employee benefit plans in which the Participant becomes a participant, or
the taking of any action by the Company which would directly or indirectly
materially reduce any of such benefits or deprive the Participant of any
material fringe benefit enjoyed by him or her at the time of the Company Change
in Control; and

     

    (E)         any
material breach by the Company of any provision of the Participant’s employment
agreement with the Company, if any.

     

    In order
to invoke a termination for Good Reason, the Participant shall provide written
notice to the Company of the existence of one or more of the conditions
described in clauses (A) through (E) within 90 days following the Participant’s
knowledge of the initial existence of such condition or conditions, specifying
in reasonable detail the conditions constituting Good Reason, and the Company
shall have 30 days following receipt of such written notice (the “Cure Period”)
during

     

    
      7

    

    which it
may remedy the condition.  In the event that the Company fails to
remedy the condition constituting Good Reason during the applicable Cure Period,
the Participant’s “separation from service” (within the meaning of Section 409A
of the Code) must occur, if at all, within two years following such Cure Period
in order for such termination as a result of such condition to constitute a
termination for Good Reason.

     

    x. “Operating Segment”,
for any Performance Period, shall mean a division or, subsidiary (directly or
indirectly owned) of the Company.

     

    xi. “Participant”, for any
Performance Period, shall mean an Employee selected by the Committee to
participate in this Plan for that Performance Period.

     

    xii. “Performance
Objectives”, for any Performance Period, shall mean:

     

    (A)           For
the Company and/or Operating Segment(s) - one or more financial or operational
performance objectives of the Company and/or Operating Unit(s) established by
the Committee in accordance with Section IV, which may include threshold
Performance Objectives, target Performance Objectives and maximum Award
Performance Objectives. In addition to any other that may be deemed appropriate
by the Committee, Performance Objectives may be expressed in terms
of:

     

    
      	
              ·  

            	
              Net
      earnings or net income (before or after
taxes);

            


    

     

    
      	
              ·  

            	
              Earnings
      per share;

            


    

     

    
      	
              ·  

            	
              Net
      operating profit;

            


    

     

    
      	
              ·  

            	
              Operating
      earnings;

            


    

     

    
      	
              ·  

            	
              Operating
      earnings per share;

            


    

     

    
      	
              ·  

            	
              Return
      measures (including, but not limited to, return on assets, capital,
      equity, or sales);

            


    

     

    
      	
              ·  

            	
              Cash
      flow (including, but not limited to, operating cash flow, free cash flow,
      and cash flow return on capital);

            


    

     

    
      	
              ·  

            	
              Earnings
      before or after taxes, interest, depreciation, and/or amortization and
      including/excluding capital gains and
losses;

            


    

     

    
      	
              ·  

            	
              Gross
      or operating margins;

            


    

     

    
      	
              ·  

            	
              Share
      price (including, but not limited to, growth measures and total
      shareholder return);

            


    

     

    
      	
              ·  

            	
              Margins;

            


    

     

    
      	
              ·  

            	
              Operating
      efficiency;

            


    

     

    
      	
              ·  

            	
              Customer
      satisfaction;

            


    

     

    
      	
              ·  

            	
              Employee
      satisfaction;

            


    

     

    
      	
              ·  

            	
              Working
      capital targets;

            


    

     

    
      	
              ·  

            	
              Revenue
      growth;

            


    

     

    
      	
              ·  

            	
              Growth
      of Assets; and

            


    

     

    
      	
              ·  

            	
              Safety
      goals;

            


    

     

    or any
combination thereof.  Any of these Performance Objectives may be
expressed as an objective before specified items. Performance Objectives may be
expressed as a combination of Company and/or Operating Unit(s)

     

    
      8

    

     

    Performance
Objectives and may be absolute or relative (to prior performance or to the
performance of one or more other entities or external indices) and may be
expressed in terms of a progression within a specified range.

     

    (B)         For
the individual – performance ratings, as determined by the Committee in its
annual performance review process for the applicable Performance Period.

     

    "Performance Period"
shall be the period beginning January 1st and ending December 31st of each
calendar year unless a shorter or different period is otherwise determined by
the Committee.

    
 

    9