exhibit10_23.htm


    
      

      

    

    
      

      

    

    


      Exhibit
10.23

      Appleton
Papers Inc.

      Long-Term
Performance Cash Plan

      


      Article
1.

      Purpose and Nature of
Plan

      


       

      
        	
                1.1

              	
                The
      Board adopted the Plan for the purpose of assisting the Company in
      attracting and retaining key management employees who are in a position to
      make a significant contribution to the growth and profitability of the
      Company by providing a reward for performance and incentive for future
      endeavor.  Appleton competitively positions its compensation and
      rewards programs relative to general and paper industry companies of
      similar revenue.  The Plan accomplishes its objective by
      providing eligible employees with a competitive long-term compensation
      opportunity tied to the performance of the
  Company.

              


      

       

      
        	
                1.2

              	
                The
      Plan is intended to be an unfunded bonus program of the Company in
      accordance with Department of Labor Regulations Section
      2510.3-2(c).  The Plan shall be interpreted, operated and
      administered in a manner consistent with these
  intentions.

              


      

       

      
        	
                1.3

              	
                The
      Plan does not permit Participants to elect to defer their
      compensation.

              


      

       

      
        	
                1.4

              	
                The
      effective date of the Plan is January 1,
2008.

              


      

       

      


      Section
2.

      Definitions

      


       

      Capitalized
words and phrases used in the Plan have the following meaning unless otherwise
expressly provided herein:

      


      
        	
                2.1

              	
                Average Revenue
      Growth.  “Average Revenue Growth” means the sum of the
      each annual Revenue Growth during the Performance Cycle divided by the
      number of the Company’s completed fiscal years during the Performance
      Cycle.

              


      

       

      
        	
                2.2  

              	
                Average
      ROIC.  “Average ROIC” means the sum of each annual ROIC
      Growth during the Performance Cycle divided by the number of the Company’s
      completed fiscal years during the Performance
  Cycle.

              


      

       

      
        	
                2.3  

              	
                Board.  “Board”
      means the Board of Directors of Appleton Papers
  Inc.

              


      

       

      
        	
                2.4  

              	
                Cause. “Cause”
      in connection with the termination of the Participant's employment with
      the Company, means that, in the judgment of the Committee, based upon any
      information or evidence reasonably persuasive to the Committee, the
      Participant: (1) willfully engaged in activities or conducted himself or
      herself in a manner seriously detrimental to the interests of the Company
      or its subsidiaries and affiliates; or (2) failed to execute
      the

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                2.5  

              	
                duties
      reasonably assigned to him or her in a reasonably timely, effective, or
      competent manner; provided,
      however, that the termination of the Participant's employment because of
      Disability shall not be deemed to be for
Cause.

              


      

       

      
        	
                2.6  

              	
                Change
      of Control.  “Change of Control” means: (1) the
      termination of the Appleton Papers Retirement Savings and Employee Stock
      Ownership Plan (the “ESOP”) or amendment of the ESOP so that it ceases to
      be an employee stock ownership plan; (2) the ESOP ceases to own a majority
      interest in the Company; (3) the sale, lease, exchange or other transfer
      of all or substantially all of the assets of the Company (in one
      transaction or in a series of related transactions) to a person or entity
      that is not controlled by the Company; (4) the approval by the Company
      shareholders of any plan or proposal to terminate the Company’s business,
      to liquidate or dissolve the Company or to sell substantially all the
      Common Stock; (5) the Company merges or consolidates with any other
      company and the Company is not the surviving company of such merger or
      consolidation; or (6) any other event or series of events whereby
      ownership and effective control of the Company is transferred or conveyed
      to a person or entity that is not controlled by the
    Company.

              


      

       

      
        	
                2.7  

              	
                Code.  “Code”
      means the Internal Revenue Code of 1986, as amended, or any successor
      statute.  Reference to a specific section of the Code shall
      include a reference to any successor
provision.

              


      

       

      
        	
                2.8  

              	
                Committee.  “Committee”
      means the Compensation Committee of the
  Board.

              


      

       

      
        	
                2.9  

              	
                Company.  “Company”
      means Appleton Papers Inc., 825 East Wisconsin Avenue, Appleton, Wisconsin
      54911-1703.  “Company” also means (except where the context
      relates solely to Appleton Papers Inc.) any subsidiary or other affiliate
      of Appleton Papers Inc. who employs an Eligible Employee (as designated by
      the Committee in accordance with Section 4.1).  Any such
      subsidiary or affiliate of Appleton Papers Inc. that has become a
      “Company” as provided above is deemed to have designated Appleton Papers
      Inc. as its agent with respect to amending or terminating the
      Plan.  Any such action by Appleton Papers Inc. shall be binding
      on such subsidiary or affiliate at the time
  taken.

              


      

       

      
        	
                2.10  

              	
                Disability.  “Disability”
      means a physical or mental condition of the Participant which results in
      the Participant receiving benefits under an applicable Company’s long-term
      disability insurance plan, or in the event the Participant is not
      participating in a Company long-term disability insurance plan, means
      disability as defined under the long-term disability plan of Appleton
      Papers Inc.

              


      

       

      
        	
                2.11  

              	
                Eligible
      Employee.  “Eligible Employee” means an employee of
      Appleton Papers Inc. who has been designated by the Committee as an
      Eligible Employee.

              


      

       

      
        	
                2.12  

              	
                Employment.  References
      in the Plan to “employment” with the Company, “year(s) of employment,” and
      “termination of employment” shall in all events refer to the total period
      of employment with Appleton Papers Inc. and any of its subsidiaries or
      affiliates.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                2.13  

              	
                Extraordinary
      Occurrences.  “Extraordinary Occurrences” means those
      events that, in the opinion of the Committee, are likely to have a
      significant effect, whether positive or negative, on the Company’s
      financial results, including Revenue and
ROIC.

              


      

       

      
        	
                2.14  

              	
                Final
      Award.  “Final Award” means the amount payable to a
      Participant by the Company under the
Plan.

              


      

       

      
        	
                2.15  

              	
                Invested
      Capital.  “Invested Capital” means Appleton Papers Inc.’s
      non-interest bearing net working capital assets plus long-term
      assets.

              


      

       

      
        	
                2.16  

              	
                Participant.  “Participant”
      means an Eligible Employee who participates in the Plan for purposes of a
      Performance Cycle in accordance with Section
4.

              


      

       

      
        	
                2.17  

              	
                Plan.  “Plan”
      means the Appleton Papers Inc. Performance Cash Plan, as set forth herein
      and as amended from time to time.

              


      

       

      
        	
                2.18  

              	
                Performance
      Cycle.  “Performance Cycle” means the three year period
      that begins January 1, 2008, and ends December 31, 2010, provided that a new
      three-year Performance Cycle shall begin on each annual anniversary of
      January 1, 2008.

              


      

       

      
        	
                2.19  

              	
                Performance
      Measure.  “Performance Measure” means each factor, as set
      forth in an Appendix hereto, that is taken into consideration under the
      Plan in determining the value of a Final
Award.

              


      

       

      
        	
                2.20  

              	
                Plan
      Year.  “Plan Year” means the fiscal year of Appleton
      Papers Inc.

              


      

       

      
        	
                2.21  

              	
                Representative.
      “Representative” means the personal representative of the Participant's
      estate, and after final settlement of the Participant's estate, the
      successor or successors entitled thereto by
law.

              


      

       

      
        	
                2.22  

              	
                Revenue.  “Revenue”
      means Appleton Papers Inc.’s net revenue as reported in its financial
      statements for the Company’s relevant fiscal year, subject to adjustments,
      in the Committee’s discretion, to reflect the impact of any Extraordinary
      Occurrences.

              


      

       

      
        	
                2.23  

              	
                Revenue
      Growth.  “Revenue Growth” means, with respect to the
      Company’s relevant fiscal year, the increase, expressed as a percentage,
      if any, in Revenue from Revenue in the immediately preceding
      year.

              


      

       

      
        	
                2.24  

              	
                Retirement.  “Retirement”
      means termination of employment of a Participant with the Company on or
      after the date such Participant has attained the age of 55 years and has
      at least ten years of service with the
Company.

              


      

       

      
        	
                2.25  

              	
                ROIC.  “ROIC”
      means Appleton Papers Inc.’s earnings before interest and taxes (“EBIT”)
      divided by Invested Capital.

              


      

       

      
        	
                2.26  

              	
                ROIC
      Growth.  “ROIC Growth” means, with respect to the
      Company’s relevant fiscal year, the increase, expressed as a percentage,
      if any, in ROIC from ROIC in the immediately preceding fiscal
      year.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                2.27  

              	
                Target
      Award.  “Target Award” means the initial value of an
      award at the beginning of the Performance Cycle and prior to any
      Performance Measure adjustments or Final Award value
      determination.

              


      

       

      Section
3.

      General Description of the
Plan

      


      
        	
                3.1

              	
                The
      Plan provides for annual grants of long-term cash-based performance
      awards, which may be earned by Participants based on the Company’s
      achievement of pre-set performance measures and the Participant’s
      continued employment.

              


      

       

      
        	
                3.2

              	
                Extraordinary
      Occurrences may be considered by the Committee when assessing the
      Company’s performance results and appropriate adjustments may be made by
      the Committee, in its good faith discretion, to the performance measures
      under the Plan.

              


      

       

      


      
        	
                 
      

              	
                Section
      4.

              


      

      
        	
                 
      

              	
                Participation and
      Awards

              


      

      


      
        	
                4.1

              	
                Before
      the beginning of each Performance Cycle, the Committee shall designate the
      Eligible Employees for the Plan Year who are so designated for the
      Performance Cycle and shall notify Participants of such
      designation.  At or shortly after commencement of the
      Performance Cycle, a Target Award shall be established for each
      Participant.  Target Awards will be expressed as a fixed dollar
      amount.

              


      

      


      
        	
                4.2

              	
                At
      the end of the Performance Cycle, the Final Award will be valued based
      upon the Committee’s evaluation of the Company’s performance against the
      established Performance Measures.   The Performance
      Measures for any given Performance Cycle shall be as set forth in an
      Appendix to this Plan.

              


      

      


      
        	
                 
      

              	
                The
      Performance Measures will be reviewed and updated, as determined by the
      Committee, at the beginning of each Performance Cycle.  The
      Performance Measures used to determine the Final Award may change from
      Performance Cycle to Performance Cycle to reflect modifications in the
      Company’s strategic objectives.  Such changes may be made, as
      deemed necessary by the Committee, to serve the best interests of the
      Company.

              


      

      


      
        	
                4.3

              	
                In
      the event of a Participant’s voluntary or involuntary termination of
      employment with the Company before the end of the Performance Cycle, no
      award or other amount shall be payable to such Participant under the Plan
      except as provided under Sections 4.4 and 4.5.  Any awards or
      other amounts forfeited under the Plan shall not be reallocated to
      remaining Participants.

              


      

      


      
        	
                4.4  

              	
                In
      the event of a Change of Control during a Performance Cycle, the
      Participant shall, with respect to each outstanding Target Award, receive
      a “prorated Final Award” based upon 100% of the Participant’s outstanding
      Target Award as of the end of the
applicable

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                4.5  

              	
                Performance
      Cycle.  The “prorated Final Award” is determined based on the
      number of months of employment completed during the Performance Cycle up
      to and including the month of the Change of Control divided by total
      number of months for the Performance Cycle multiplied by 100% of the
      Target Award.  A Participant shall not be entitled to any other
      amounts under the Plan with respect to such Target
  Award.

              


      

       

      
        	
                4.6  

              	
                Notwithstanding
      the foregoing, in the event of a Participant’s Retirement, Disability or
      death, during a Performance Cycle, a “prorated award” is paid to the
      Participant (or the Participant’s estate or designated beneficiary in the
      case of death) for each then outstanding Performance Cycle.  The
      amount of any “prorated award” is determined by reference to months of
      employment completed during the Performance Cycle, the Target Award and
      the Company’s performance against the established Performance Measures,
      determined as of the end of the month of the retirement, disability or
      death.  For example, for the 2008-2010 Performance Cycle, if a
      Participant’s Target Award was $10,000 and he/she retired in July 2009 and
      the Revenue Growth and ROIC Growth determined at the end of the month of
      the retirement, disability or death was 2.50% and 9.33% respectively, then
      such Participant’s Final Award would be ($10,000 x 104%) x 50% or
      $5,200.

              


      

       

      
        	
                 
      

              	
                Section
      5.

              


      

      
        	
                 
      

              	
                  Plan
      Administration

              


      

      


      
        	
                5.1

              	
                The
      Committee shall be responsible for the operation and administration of the
      Plan. The decision of a majority of the members of the Committee shall
      constitute the decision of the Committee.  The Committee may act
      either at a meeting at which a majority of the members of the Committee is
      present or by a writing signed by all Committee members.  The
      Committee shall have full discretion, power and authority to make factual
      determinations, construe, interpret and administer the Plan, to adopt such
      rules and regulations governing the administration of the Plan, and shall
      exercise all other duties and powers conferred on it by the Plan, or which
      are incidental or ancillary thereto, and may designate agents to assist it
      in the administration of the Plan.

              


      

       

      
        	
                5.2

              	
                Without
      limiting the generality of the foregoing, the Committee shall have full
      power and authority, in its absolute discretion, in accordance with the
      Plan, to:  determine eligibility to participate in the Plan;
      determine the rights and benefits with respect to all claims, demands and
      actions arising out of the provisions of the Plan and any Participant,
      beneficiary, deceased Participant or other person having or claiming to
      have any interest under the Plan; interpret and construe the provisions of
      the Plan; decide all questions and settle all controversies arising in the
      administration, interpretation, construction and application of, or
      otherwise in connection with, the Plan; determine whether any Participant
      is considered disabled in accordance with this Plan; employ accountants,
      counsel, consultants and other persons the Committee deems necessary in
      connection with the administration and operation of the Plan; and take all
      other necessary or appropriate actions to fulfill its duties under this
      Plan.

              


      

       

      
        	
                5.3

              	
                In
      exercising its power and authority hereunder, the Committee shall at all
      times exercise good faith, apply standards of uniform application and
      refrain from arbitrary action.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Benefits
      will be paid only if the Committee determines in its discretion that the
      applicant is entitled to them.

              


      

       

      
        	
                5.4

              	
                All
      interpretations, constructions, determinations, decisions and actions of
      the Committee in relation to this Plan shall be final, binding and
      conclusive on all Participants and all other
  persons.

              


      

       

      


      
        	
                 
      

              	
                Section
      6.

              


      

      
        	
                 
      

              	
                 Payment of
      Awards

              


      

      


      
        	
                6.1

              	
                Subject
      to Sections 6.2 and 6.3, Final Awards shall be paid to Participants in a
      single lump-sum in cash as soon after the end of the Performance Cycle in
      which they have been earned as is reasonably practicable, but in any case
      not later than 60 days after the end of the calendar year in which the
      Performance Cycle ends.

              


      

      


       

      
        	
                6.2

              	
                Final
      Awards to Participants to which Section 4.4 applies shall be paid to the
      Participant in a single lump-sum in cash as soon after the Change of
      Control as is reasonably practicable, but in any case not later than 60
      days following the Change of Control
event.

              


      

       

      


      
        	
                6.3

              	
                Final
      Awards to Participants to which Section 4.5 applies shall be paid to the
      Participant in a single lump-sum in cash as soon as is reasonably
      practicable after the month in which the retirement, disability or death
      occurs, but in any case not later than 60 days after the end of the
      calendar year in which the retirement, disability or death
      occurs.

              


      

       

      
        	
                6.4

              	
                   The
      foregoing to the contrary notwithstanding, any amounts due to or in
      respect of a deceased Participant under the Plan shall be paid to the
      Participant’s Representative.

              


      

       

      


      
        	
                 
      

              	
                Section
      7.

              


      

      
        	
                 
      

              	
                 Miscellaneous

              


      

      


      
        	
                7.1

              	
                The
      adoption and maintenance of the Plan shall not be deemed to be a contract
      of employment or service between the Company and any employee of the
      Company.  Nothing contained herein shall give any such employee
      the right to be retained in the employ or service of the Company or to
      interfere with the right of the Company to discharge the employee, nor
      shall it give the Company the right to require the employee to remain in
      its employ or service or to interfere with the employee’s right to
      terminate employment or service.  No person shall have any
      rights or claims in relation to the Plan except in accordance with the
      provisions of the Plan.  The adoption of the Plan shall not be
      deemed to give any employee of the Company any right to be selected as a
      Participant or receive any awards under the
  Plan.

              


      

       

      
        	
                7.2

              	
                The
      Plan shall not be construed to require the Company to fund any of the
      amounts payable under the Plan or to set aside or earmark any monies or
      other assets specifically

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                for
      payments under the Plan.  If the Company decides to establish
      any advance accrued reserve on its books against the future expense of
      benefits payable hereunder, or if the Company determines to fund a trust
      under the Plan, such reserve or trust shall not under any circumstances be
      deemed to be an asset of the Plan.

              


      

       

      


      
        	
                7.3

              	
                The
      Plan is “unfunded” and benefits payable hereunder shall be paid by the
      Company out of its general assets.  No Participant or
      beneficiary thereof shall have any interest in any specific asset of the
      Company as a result of the Plan.  Nothing contained in the Plan
      and no action taken pursuant to the provisions of the Plan shall create or
      be construed to create a trust of any kind, or a fiduciary relationship
      amongst the Company, the Committee and the Participants and any
      beneficiary thereof or any other person.  Any funds that may be
      invested under the provisions of the Plan shall continue for all purposes
      to be part of the general funds of the Company and no person other than
      the Company shall by virtue of the provisions of the Plan have any
      interest in such funds.  To the extent that any person acquires
      a right to receive payments from the Company under the Plan, such right
      shall be no greater than the right of any unsecured general creditor of
      the Company.

              


      

       

      
        	
                7.4

              	
                Any
      liability of the Company to any Participant in relation to the Plan shall
      be based solely upon contractual obligations created by the
      Plan.  None of the Company, the Committee nor any other person
      participating in any determination of any question under the Plan, or in
      the interpretation, administration or application of the Plan, shall have
      any liability, in the absence of bad faith, to any party for any action
      taken or not taken in connection with the Plan, except as may expressly be
      provided by statute.  The Company shall not be liable to any
      Participant or any other person as to any tax consequence expected, but
      not realized, by any Participant or other person in relation to
      participation in the Plan.

              


      

       

      
        	
                7.5

              	
                Notwithstanding
      any other provision of the Plan, all rights to any payments under the
      Plan, shall be discontinued and forfeited, and the Company will have no
      further obligation to the Participant if the Participant is discharged
      from employment with the Company or its subsidiaries and affiliates for
      Cause, or the Participant performs during the course of his employment
      with the Company or its subsidiaries and affiliates acts of willful
      malfeasance or gross negligence in a matter of material importance to the
      Company.  Any decision of the Committee with respect to the
      application of the provisions of this Section 7.5 shall have a presumption
      of correctness, and the burden shall be on the Participant to rebut such
      presumption by clear and convincing
evidence.

              


      

       

      
        	
                7.6

              	
                Except
      as otherwise provided in Section 6.4, no benefit payable at any time under
      the Plan shall be subject in any manner to alienation, sale, transfer,
      assignment, pledge, attachment, or encumbrance of any
  kind.

              


      

       

      
        	
                7.7

              	
                Any
      payment or other distribution of amounts under the Plan may be reduced by
      any amount (including employment taxes) required to be withheld by the
      Company under any applicable law, rule, regulation, order or other
      requirement of any governmental authority.  If a Participant
      becomes entitled to a distribution under the Plan, and if
    at

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                such
      time such Participant has outstanding any debt, obligation or other
      liability representing an amount owing to the Company, then the Company
      may offset such amount against the amount otherwise distributable to the
      Participant under this Plan to the extent permitted by applicable
      law.

              


      

       

      
        	
                7.8

              	
                If
      any payments or benefits provided to a Participant under this Plan (the
      “Payments”) will be subject to the tax imposed by Section 4999 of the Code
      (the “Excise Tax”), the Company shall pay to the Participant, at the time
      the Payments are paid to the Participant, an additional amount (the
      “Gross-Up Payment”) such that the net amount retained by the Participant,
      after deduction of any Excise Tax on the Payments and any federal, state
      and local income tax and Excise Tax on the Gross-Up Payment itself, shall
      be equal to the Payments.

              


      

       

      
        	
                 
      

              	
                For
      purposes of determining whether any of the Payments will be subject to the
      Excise Tax and the amount of such Excise Tax: (i) any other payments or
      benefits received by the Participant in connection with a “Change of
      Control” (as such term is defined in the Appleton Papers Inc. Long Term
      Incentive Plan) or the Participant’s termination of employment shall be
      treated as “parachute payments” within the meaning of section 280G(b)(2)
      of the Code, and all “excess parachute payments” within the meaning of
      section 280G(b)(1) shall be treated as subject to the Excise Tax, unless
      in the opinion of tax counsel selected by the Company’s independent
      auditors and acceptable to the Participant such other payments or benefits
      (in whole or in part) do not constitute parachute payments, or such excess
      parachute payments (in whole or in part) represent reasonable compensation
      for services actually rendered within the meaning of Section 280G(b)(4) of
      the Code; (ii) the amount of the Payments which shall be treated as
      subject to the Excise Tax shall be equal to the lesser of (A) the total
      amount of the Payments or (B) the amount of excess parachute payments
      within the meaning of Sections 280G(b)(1) (after applying clause (i)
      above, and after deducting any excess parachute payments in respect of
      which payments have been made); and (iii) the value of any non-cash
      benefits or any deferred payment or benefit shall be determined by the
      Company’s independent auditors in accordance with the principles of
      Sections 280G(d)(3) and (4) of the Code.  For purposes of
      determining the amount of the Gross-Up Payment, the Participant shall be
      deemed to pay federal income taxes at the highest marginal rate of federal
      income taxation in the calendar year in which the Gross-Up Payment is to
      be made and state and local income taxes at the highest marginal rates of
      taxation in the state and locality of the Participant’s residence on the
      date of the Participant’s termination of employment, net of the maximum
      reduction in federal income taxes which could be obtained from deduction
      of such state and local taxes.

              


      

       

      
        	
                7.9

              	
                No
      lawsuit with respect to any benefit payable or other matter arising out of
      or relating to the Plan may be brought before exhaustion of claim and
      review procedures established by the Committee, and any lawsuit must be
      filed no later than nine (9) months after a claim is denied or be forever
      barred.

              


      

       

      
        	
                7.10

              	
                The
      Plan and all rights hereunder shall be governed by and construed according
      to the laws of the State of Wisconsin.  By participating in the
      Plan, the Participant irrevocably

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                consents
      to the exclusive jurisdiction of the courts of the State of Wisconsin and
      of any federal court located in Milwaukee, Wisconsin in connection with
      any action or proceeding arising out of or relating to the Plan, any
      document or instrument delivered pursuant to or in connection with the
      Plan.

              


      

       

      
        	
                7.11

              	
                The
      Plan shall become effective upon approval of the Plan by the
      Board.  The Board may amend, suspend or terminate the Plan at
      any time in writing, and each such amendment, suspension or termination
      shall be binding upon the Company, all Participants and all other
      persons.

              


      

       

      
        	
                7.12

              	
                The
      words “Section” and “clause” herein shall refer to provisions of the Plan,
      unless expressly indicated otherwise.  Wherever any words are
      used in the Plan in the masculine gender they shall be construed as though
      they were also used in the feminine gender in all cases where they would
      so apply, and wherever any words are used herein in the singular form they
      shall be construed as though they were also used in the plural form in all
      cases where they would so apply.  The words “include,”
      “includes,” and “including” herein shall be deemed to be followed by
      “without limitation” whether or not they are in fact followed by such
      words or words of similar import, unless the context otherwise
      requires.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                APPENDIX
      A

              


      

       

      
        	
                 
      

              	
                PERFORMANCE
      MEASURE MATRIX FOR THE 2008-2010 PERFORMANCE
  CYCLE

              


      

       

      For the
2008-2010 Performance Cycle, the resulting Final Award value can range from 0%
to 150% of the Target Award based on the following Performance Measure
matrix:

      
        	
                3-Year
      Average Revenue Growth (%)

              
	
                
                  3-Year
      Average

                

                
                  ROIC
      (%)

                

                 

              	 
      	 
      	
                0.50%

              	
                1.17%

              	
                1.83%

              	
                2.50%

              	
                3.33%

              	
                4.17%

              	
                ≥5.00%

              
	 
      
	
                ≥11.00%

              	
                77.00%

              	
                89.00%

              	
                101.00%

              	
                111.50%

              	
                124.00%

              	
                137.00%

              	
                150.00%

              
	
                10.17%

              	
                72.50%

              	
                84.50%

              	
                97.00%

              	
                107.50%

              	
                120.50%

              	
                133.00%

              	
                146.00%

              
	
                9.33%

              	
                68.00%

              	
                80.00%

              	
                92.50%

              	
                104.00%

              	
                116.50%

              	
                129.50%

              	
                142.50%

              
	
                8.50%

              	
                63.50%

              	
                75.50%

              	
                88.00%

              	
                100.00%

              	
                113.00%

              	
                125.50%

              	
                138.50%

              
	
                7.67%

              	
                59.00%

              	
                71.50%

              	
                83.50%

              	
                95.50%

              	
                109.00%

              	
                122.00%

              	
                134.50%

              
	
                6.83%

              	
                54.50%

              	
                67.00%

              	
                79.00%

              	
                91.00%

              	
                105.50%

              	
                118.00%

              	
                131.00%

              
	
                6.00%

              	
                50.00%

              	
                62.50%

              	
                74.50%

              	
                86.50%

              	
                101.50%

              	
                114.50%

              	
                127.00%

              


      

      


      


      


       

      If the
actual Average ROIC or Average Revenue Growth is between any two 3-Year Average
ROIC %s and/or 3-Year Average Revenue Growth %s, then the amount of the Final
Award shall be calculated by linear interpolation.  If the achievement
of any 3-year Average Revenue Growth or 3-Year Average ROIC falls below the
minimum thresholds set forth on the matrix above (or for future years, the
appropriate matrix), the Participant’s Final Award will be
$0.  Regardless of Company performance, awards will be capped at 150%
of the Target Award.