Amended and Restated 2005 Profit Sharing Plan



 Exhibit 10.4 
 2005 TITANIUM METALS CORPORATION 
 PROFIT SHARING PLAN 

(Amended and Restated as of July 1, 2011) 
 I. PURPOSE 
 The purpose of the 2005 Titanium Metals
Corporation Profit Sharing Plan is to attract and retain high quality employees and executives and to provide incentives to such employees and executives to maximize the annual financial performance of Titanium Metals Corporation and its related
entities and thereby increase shareholder value. The 2005 Titanium Metals Corporation Profit Sharing Plan is intended to qualify for the exception to the deduction limit under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”), for qualified “performance-based compensation.” 
 II. EFFECTIVE
DATE OF PLAN 
 The effective date of the Plan (as defined below) shall be
January 1, 2005. 
 III. DEFINITIONS 

 

	(a)	 “Annual Operating Plan” shall mean the annual business operating plan of the Company approved by the Board of Directors for a given fiscal
year. 


  

	(b)	 “Board” shall mean the Board of Directors of the Company. 



 

	(c)	 “Compensation Committee” shall mean the committee comprised of two or more directors of the Company which shall have the authority to
administer the Plan. No member of the Compensation Committee shall be a current employee of the Company, a former employee who is currently receiving compensation from the Company for prior services (other than benefits under a tax-qualified
retirement plan), a current or former officer of the Company, or shall receive or have received remuneration from the Company within the meaning of Treas. Reg. §1.62-27(e)(3), either directly or indirectly, in any capacity other than as a
director. 


  

	(d)	 “Company” shall mean Titanium Metals Corporation including its subsidiaries. 



 

	(e)	 “Disability” shall mean disability by bodily injury or disease, either occupational or non-occupational in cause, permanently preventing,
on the basis of medical evidence satisfactory to the Company, the Eligible Employee from engaging in any occupation or employment with the Company. 


  

	(f)	 “Eligible Earnings” shall mean the aggregate base earnings (as defined by local pay practices or any applicable contract) actually paid to
an Eligible Employee with respect to a given Plan Year; provided, however, that any amount of base earnings that a Eligible Employee would have received in a given Plan Year but for a voluntary reduction in base earnings (not related to reduced work
hours) shall be included in the determination of Eligible Earnings for such year. 


  

	(g)	 “Eligible Employee” shall mean all regular employees who are employed by the Company who are designated by the Relevant Authority as being
eligible and who meet the Plan’s other eligibility requirements in Section IV of the Plan. Leased employees, independent contractors, agents, consultants, and other persons having a similar arrangement with the Company shall not be Eligible
Employees. 


  

	(h)	 “Highly-Compensated Employee” shall mean an Eligible Employee whose aggregate annual compensation could exceed the maximum limit for
deductibility established under Section 162(m) of the Internal Revenue Code. 










	(i)	 “Maximum Operating Income Level” shall mean the Operating Income level established from time to time by the Board in a Plan Year above
which no additional Performance-Based Compensation Awards shall be payable. 


  

	(j)	 “Maximum Payout Percentage” shall mean the maximum percentage of Eligible Earnings of an Eligible Employee set from time to time by the
Relevant Authority that will result in a Performance-Based Compensation Award pursuant to Section V of the Plan. 


  

	(k)	 “Minimum Operating Income Level” shall mean the minimum Operating Income target established from time to time by the Board which must be
achieved by the Company in a Plan Year before any Performance-Based Compensation Awards are payable under the Plan. 


  

	(l)	 “Minimum Payout Percentage” shall mean the minimum percentage of Eligible Earnings of an Eligible Employee set from time to time by the
Relevant Authority that will result in a Performance-Based Compensation Award pursuant to Section V of the Plan. 


  

	(m)	 “Operating Income” shall mean the Company’s publicly reported, consolidated operating income, determined in accordance with generally
accepted accounting principles, as may be adjusted by the Compensation Committee in its discretion to account for non-operational items of income or expense. 



 

	(n)	 “Performance-Based Compensation Award” shall mean the cash award as determined by the application of Section V of the Plan.



  

	(o)	 “Plan” shall mean the 2005 Titanium Metals Corporation Profit Sharing Plan, as amended and restated from time to time.



  

	(p)	 “Plan Year” shall mean the 12 consecutive month period coinciding with the Company’s fiscal year. 



 

	(q)	 “Relevant Authority” shall mean the Company’s Chief Executive Officer for compensation matters pertaining to all employees of the
Company. 


  

	(r)	 “Retirement” shall mean the voluntary termination or separation from employment (other than relating to death or disability) of an
Eligible Employee with either a minimum of twenty-five (25) years of service to the Company or is age 55 with at least 10 years of service. 


 IV. ELIGIBILITY 
 Except in the case of an
Eligible Employee’s death, Disability, Retirement, active military leave during the Plan Year or otherwise as required by law or contract, in order to be eligible to receive a Performance-Based Compensation Award under the Plan, an Eligible
Employee must be employed by the Company (i) on the last day of the Plan Year and (ii) on the date of actual payment of the Performance-Based Compensation Award in the calendar year following the Plan Year. Henderson Bargaining Unit and
Toronto Bargaining Unit Eligible Employees do not have to be employed by the Company on the date of actual payment of the award; however, they must be employed by the Company on the last day of the calendar year. Performance-Based Compensation
Awards will be payable annually in a single cash payment, which will be made, at the discretion of the Company’s management with regard to timing but generally no later than March 15 of the year following a Plan Year (subject to completion
of the company’s audit for a given Plan Year and the certification required by Section VI below). However, in the event an Eligible Employee is not employed on the last day of the Plan Year or on the date of actual payment of the
Performance-Based Compensation Award made in accordance with Section V shall be paid to the Eligible Employee’s estate or to the Eligible Employee at the time the other Performance-Based Compensation Awards are paid to other Eligible Employees
under the Plan. 







 V. SETTING OF PERFORMANCE
GOALS AND CALCULATION OF PERFORMANCE-BASED COMPENSATION AWARDS 

 

	(a)	 Performance-Based Compensation Awards shall be based upon a combination of the Company’s Operating Income and an Eligible Employee’s
individual performance rating during each Plan Year. No Performance-Based Compensation Awards shall be payable if the Company’s Operating Income is less than the Minimum Operating Income Level. Performance-Based Compensation Awards shall be
payable solely in accordance with the schedules determined and published from time to time by the Relevant Authority. Provided, however, that no Performance-Based Compensation Award for any Eligible Employee shall exceed $3,000,000 for a Plan Year.



  

	(b)	 The Compensation Committee will recommend to the Board, and the Board will approve, the Minimum Operating Income Level and Maximum Operating Income
Level for the Plan Year. The Minimum Operating Income Level and Maximum Operating Income Level will be announced to the Eligible Employees as soon as practical after approval. 



 

	(c)	 Each Eligible Employee will be assigned a Minimum Payout Percentage and Maximum Payout Percentage based upon such employee’s salary grade level
and individual performance rating. Schedule A attached hereto and incorporated herein by reference contains the Payout Percentages for all Eligible Employees that shall be effective as of January 1, 2005. The Minimum Payout Percentage or
Maximum Payout Percentage for any given individual (or group) may be modified by the Relevant Authority at any time and from time to time; provided, however, that any change to the Minimum Payout Percentage of Maximum Payout Percentage applicable to
any Highly-Compensated Employee must be made no later than the ninetieth (90th) day of the given plan. 


  

	(d)	 The Board shall have no discretion to establish a performance goal that would result in a Performance-Based Compensation Award to any
Highly-Compensated Employee that is more than the Performance-Based Compensation Award that would have been earned by such Highly-Compensated Employee for such Plan Year based upon the Schedule A in effect as of the ninetieth (90th) day of the given Plan Year. 










	(e)	 Performance-Based Compensation Awards shall be calculated as follows: 



 

			
	 Actual Operating Income in Plan Year
	  	Award (as percentage of Eligible Earnings)
	 Less than Minimum Operating Income Level
	  	No award
		
	Equal to or greater than Minimum Operating Income Level but less than Maximum Operating Income Level	  	 Fully pro-rated percentage (rounded to the nearest 1/10th of a percent) between Eligible Employee’s Minimum Payout Percentage and Maximum Payout Percentage based upon (i)
the Company’s actual Operating Income performance between Minimum Operating Income Level and Maximum Operating Income Level and (ii) each Eligible Employee’s individual performance rating, provided that the Eligible Employee receives a
rating.

		
	 Equal to or greater than Maximum Operating Income Level
	  	Based upon each Eligible Employee’s (i) Maximum Payout Percentage and (ii) individual performance rating.

 An example illustrating the calculation of Performance-Based Compensation Awards is included at Schedule
B attached hereto. 
 VI. CERTIFICATION BY COMPENSATION COMMITTEE

 Notwithstanding any other provision of the Plan to the contrary, no Performance-Based Compensation Award may be paid to an
Eligible Employee under the Plan until the Compensation Committee certifies in writing that the Company has achieved an Operating Income at least equal to the Minimum Operating Income Level set in accordance with Section V (b) above, and that
all of the other conditions under the Plan for payment of the award have been met. For the purposes of this Section, the approved minutes of the Compensation Committee meeting in which the certification is made shall be treated as a written
certification. 
 VII. ADMINISTRATION 

 

	(a)	 The Plan shall be administered by the Compensation Committee. The Compensation Committee shall have full authority to construe, interpret and
administer the Plan consistent with the Compensation Committee’s Charter in effect from time to time and with the limitations set forth in this Plan document. For such administrative purposes, the Compensation Committee shall act by the
unanimous consent of all of its members. If any administrative matter under the Plan would constitute or involve action affecting the award to be made to a Highly-Compensated Employee, such matter shall be administered by members of the Board who
constitute “outside” directors under Section 162(m) of the Internal Revenue Code. 


  

	(b)	 The Compensation Committee shall have the authority to amend the Plan at any time without notice, provided that any amendment which changes the
material terms (as defined by applicable law or regulation) of the performance goals applicable to any Highly-Compensated Employee shall be subject to the approval of the Company’s shareholders. The Relevant Authority may revise the terms of
the performance goals set forth in Schedule A which must be met before Performance-Based Compensation Awards may be paid under the Plan; provided, however, that revised performance goals applicable to any Highly-Compensated Employee must be approved
by the stockholders of the Company before such amendment is effective. The material terms of a performance goal shall be approved by stockholders if, in a separate vote, a majority of the shares present (in person or by proxy) and entitled to vote
on the issue are cast in favor of approval. The Compensation Committee shall have the authority to suspend or terminate the Plan at any time without notice. 









 VIII. MISCELLANEOUS 

 

	(a)	 The Plan is not a contract of employment. No term of the Plan shall be construed to restrict the right of the Company to terminate or change the
terms of any Eligible Employee’s employment with the Company at any time or to confer on any Eligible Employee the right to continue in the employ of the Company for any period of time or to continue any Eligible Employee’s present or any
other rate of compensation. No Eligible Employee shall have any right to future participation in the Plan. 


  

	(b)	 No right or interest of any Eligible Employee in the Plan shall be assignable or transferable or be subject to any lien, directly, by operation of
law, or otherwise, including by execution, levy, garnishment, attachment, pledge, or bankruptcy. 


  

	(c)	 The Company shall have the right to deduct from all payments under the Plan any foreign, federal, state or local taxes required by law to be
withheld with respect to any such payments. 


  

	(d)	 This instrument contains the entire understanding between the Company and the Eligible Employees participating in the Plan relating to the Plan, and
supersedes any prior agreement between the parties, whether written or oral. Neither this Plan nor any provision of the Plan may be waived, modified, amended, changed, discharged or terminated without action by the Compensation Committee or the
Board, as appropriate. 


  

	(e)	 This Plan shall be construed in accordance with, and shall be governed by the internal laws of the State of -Texas without regard to the conflict of
laws provisions thereof. 


  

	(f)	 To the extent that any one or more of the provisions of the Plan shall be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired. 


  

	(g)	 The section headings are for convenience only and shall not be used in interpreting or construing the Plan. 









 Schedule A 

Schedule of Payout Percentages 







 Schedule A to Exhibit 10.4 
 TIMET—North America 
 Profit Sharing Matrix 

 

					
	 2011 Minimum Consolidated OI
	  	$	 75,000,000	  
	 2011 Maximum Consolidated OI
	  	$	250,000,000	  

  

																									
	 Grade
 Level
	  	 	 	  	UN	 	 	NI	 	 	FP	 	 	EE	 	 	OS	 
	 E12
	  	 	Min	  	  	 	0.00	% 	 	 	3.40	% 	 	 	6.00	% 	 	 	8.00	% 	 	 	12.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	13.00	% 	 	 	64.00	% 	 	 	68.00	% 	 	 	73.00	% 
	 E11
	  	 	Min	  	  	 	0.00	% 	 	 	2.80	% 	 	 	5.00	% 	 	 	7.00	% 	 	 	10.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	11.00	% 	 	 	54.00	% 	 	 	58.00	% 	 	 	63.00	% 
	 E10
	  	 	Min	  	  	 	0.00	% 	 	 	2.20	% 	 	 	4.00	% 	 	 	6.00	% 	 	 	8.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	9.00	% 	 	 	45.00	% 	 	 	48.00	% 	 	 	52.00	% 
	 E09
	  	 	Min	  	  	 	0.00	% 	 	 	2.00	% 	 	 	4.00	% 	 	 	6.00	% 	 	 	8.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	9.00	% 	 	 	43.00	% 	 	 	46.00	% 	 	 	49.00	% 
	 E08
	  	 	Min	  	  	 	0.00	% 	 	 	1.80	% 	 	 	4.00	% 	 	 	6.00	% 	 	 	8.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	7.00	% 	 	 	37.00	% 	 	 	40.00	% 	 	 	44.00	% 
	 E07
	  	 	Min	  	  	 	0.00	% 	 	 	1.60	% 	 	 	4.00	% 	 	 	6.00	% 	 	 	7.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	6.00	% 	 	 	32.00	% 	 	 	36.00	% 	 	 	39.00	% 
	 E06
	  	 	Min	  	  	 	0.00	% 	 	 	1.20	% 	 	 	4.00	% 	 	 	6.00	% 	 	 	7.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	6.00	% 	 	 	28.00	% 	 	 	32.00	% 	 	 	37.00	% 
	 E05
	  	 	Min	  	  	 	0.00	% 	 	 	1.00	% 	 	 	4.00	% 	 	 	5.00	% 	 	 	6.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	5.00	% 	 	 	25.00	% 	 	 	29.00	% 	 	 	34.00	% 
	 E04
	  	 	Min	  	  	 	0.00	% 	 	 	1.00	% 	 	 	4.00	% 	 	 	5.00	% 	 	 	6.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	4.00	% 	 	 	22.00	% 	 	 	27.00	% 	 	 	31.00	% 
	 E03
	  	 	Min	  	  	 	0.00	% 	 	 	1.00	% 	 	 	4.00	% 	 	 	5.00	% 	 	 	6.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	4.00	% 	 	 	20.00	% 	 	 	25.00	% 	 	 	29.00	% 
	 E02
	  	 	Min	  	  	 	0.00	% 	 	 	1.00	% 	 	 	4.00	% 	 	 	5.00	% 	 	 	6.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	4.00	% 	 	 	20.00	% 	 	 	25.00	% 	 	 	29.00	% 
	 NE5
	  	 	Min	  	  	 	0.00	% 	 	 	1.00	% 	 	 	4.00	% 	 	 	5.00	% 	 	 	6.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	4.00	% 	 	 	20.00	% 	 	 	25.00	% 	 	 	29.00	% 
	 NE4
	  	 	Min	  	  	 	0.00	% 	 	 	1.00	% 	 	 	4.00	% 	 	 	5.00	% 	 	 	6.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	4.00	% 	 	 	20.00	% 	 	 	25.00	% 	 	 	29.00	% 
	 NE3
	  	 	Min	  	  	 	0.00	% 	 	 	1.00	% 	 	 	4.00	% 	 	 	5.00	% 	 	 	6.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	4.00	% 	 	 	20.00	% 	 	 	25.00	% 	 	 	29.00	% 
	 NE2
	  	 	Min	  	  	 	0.00	% 	 	 	1.00	% 	 	 	4.00	% 	 	 	5.00	% 	 	 	6.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	4.00	% 	 	 	20.00	% 	 	 	25.00	% 	 	 	29.00	% 
	 NE1
	  	 	Min	  	  	 	0.00	% 	 	 	1.00	% 	 	 	4.00	% 	 	 	5.00	% 	 	 	6.00	% 
		  	 	Max	  	  	 	0.00	% 	 	 	4.00	% 	 	 	20.00	% 	 	 	25.00	% 	 	 	29.00	% 
	 Hourly
	  	 	Min	  	  	 	0.00	% 	 	 	1.00	% 	 	 	2.00	% 	 	 	3.00	% 	 	 	5.00	% 
	 THT
	  	 	Max	  	  	 	0.00	% 	 	 	4.00	% 	 	 	20.00	% 	 	 	25.00	% 	 	 	29.00	% 
	 Hourly
	  	 	Min	  	  	 	0.00	% 	 	 	5.00	% 	 	 	5.00	% 	 	 	5.00	% 	 	 	5.00	% 
	 HDN
	  	 	Max	  	  	 	0.00	% 	 	 	20.00	% 	 	 	20.00	% 	 	 	20.00	% 	 	 	20.00	% 
	 Hourly
	  	 	Min	  	  	 	0.00	% 	 	 	5.00	% 	 	 	5.00	% 	 	 	5.00	% 	 	 	5.00	% 
	 TOR
	  	 	Max	  	  	 	0.00	% 	 	 	14.00	% 	 	 	14.00	% 	 	 	14.00	% 	 	 	14.00	% 








 Schedule A to Exhibit 10.4 
 TIMET - Europe 
 Profit Sharing Matrix 

 

																									
	 UK
	  				  				 				 				 				 			
	 Grade
	  				  	 	UN	  	 	 	NI	  	 	 	FP	  	 	 	EE	  	 	 	OS	  
		  	 	Min	  	  	 	0	% 	 	 	2.80	% 	 	 	3	% 	 	 	5	% 	 	 	10	% 
	 11
	  	 	Max	  	  	 	0	% 	 	 	11.00	% 	 	 	54	% 	 	 	58	% 	 	 	63	% 
		  	 	Min	  	  	 	0	% 	 	 	2.20	% 	 	 	3	% 	 	 	4	% 	 	 	8	% 
	 10
	  	 	Max	  	  	 	0	% 	 	 	9.00	% 	 	 	45	% 	 	 	48	% 	 	 	52	% 
		  	 	Min	  	  	 	0	% 	 	 	2.00	% 	 	 	3	% 	 	 	4	% 	 	 	8	% 
	 9
	  	 	Max	  	  	 	0	% 	 	 	9.00	% 	 	 	43	% 	 	 	46	% 	 	 	49	% 
		  	 	Min	  	  	 	0	% 	 	 	1.80	% 	 	 	3	% 	 	 	4	% 	 	 	8	% 
	 8
	  	 	Max	  	  	 	0	% 	 	 	7.00	% 	 	 	37	% 	 	 	40	% 	 	 	44	% 
		  	 	Min	  	  	 	0	% 	 	 	1.60	% 	 	 	3	% 	 	 	4	% 	 	 	7	% 
	 7
	  	 	Max	  	  	 	0	% 	 	 	6.00	% 	 	 	32	% 	 	 	36	% 	 	 	39	% 
	 1 to 6
	  	 	Min	  	  	 	0	% 	 	 	0.00	% 	 	 	2	% 	 	 	3	% 	 	 	4	% 
							
	 (Excluded Goup)
	  	 	Max	  	  	 	0	% 	 	 	7.00	% 	 	 	20	% 	 	 	22	% 	 	 	26	% 
	 1 to 6
	  	 	Min	  	  	 	0	% 	 	 	0.00	% 	 	 	4	% 	 	 	6	% 	 	 	8	% 
	 (M&P)
	  	 	Max	  	  	 	0	% 	 	 	6.00	% 	 	 	18	% 	 	 	20	% 	 	 	23	% 
							
	 Savoie (mangers only)
	  				  	 	UN	  	 	 	NI	  	 	 	FP	  	 	 	EE	  	 	 	OS	  
	 10
	  	 	Min	  	  	 	0	% 	 	 	0	% 	 	 	3	% 	 	 	5	% 	 	 	6	% 
		  	 	Max	  	  	 	0	% 	 	 	0	% 	 	 	26	% 	 	 	31	% 	 	 	37	% 
	 9
	  	 	Min	  	  	 	0	% 	 	 	0	% 	 	 	3	% 	 	 	4	% 	 	 	5	% 
		  	 	Max	  	  	 	0	% 	 	 	0	% 	 	 	21	% 	 	 	27	% 	 	 	32	% 
	 8
	  	 	Min	  	  	 	0	% 	 	 	0	% 	 	 	2	% 	 	 	3	% 	 	 	4	% 
		  	 	Max	  	  	 	0	% 	 	 	0	% 	 	 	17	% 	 	 	22	% 	 	 	28	% 
	 7
	  	 	Min	  	  	 	0	% 	 	 	0	% 	 	 	2	% 	 	 	3	% 	 	 	4	% 
		  	 	Max	  	  	 	0	% 	 	 	0	% 	 	 	11	% 	 	 	17	% 	 	 	22	% 
	 6
	  	 	Min	  	  	 	0	% 	 	 	0	% 	 	 	2	% 	 	 	3	% 	 	 	4	% 
		  	 	Max	  	  	 	0	% 	 	 	0	% 	 	 	7	% 	 	 	13	% 	 	 	19	% 
	 5
	  	 	Min	  	  	 	0	% 	 	 	0	% 	 	 	1	% 	 	 	2	% 	 	 	3	% 
		  	 	Max	  	  	 	0	% 	 	 	0	% 	 	 	6	% 	 	 	11	% 	 	 	16	% 
							
	 Loterios (managers only)
	  				  				 				 				 				 			
		  				  	 	UN	  	 	 	NI	  	 	 	FP	  	 	 	EE	  	 	 	OS	  
	 10
	  	 	Min	  	  	 	0	% 	 	 	0	% 	 	 	2	% 	 	 	4	% 	 	 	8	% 
		  	 	Max	  	  	 	0	% 	 	 	0	% 	 	 	40	% 	 	 	44	% 	 	 	47	% 
	 9
	  	 	Min	  	  	 	0	% 	 	 	0	% 	 	 	2	% 	 	 	4	% 	 	 	8	% 
		  	 	Max	  	  	 	0	% 	 	 	0	% 	 	 	34	% 	 	 	37	% 	 	 	40	% 
	 8
	  	 	Min	  	  	 	0	% 	 	 	0	% 	 	 	2	% 	 	 	4	% 	 	 	7	% 
		  	 	Max	  	  	 	0	% 	 	 	0	% 	 	 	30	% 	 	 	34	% 	 	 	37	% 
	 7
	  	 	Min	  	  	 	0	% 	 	 	0	% 	 	 	2	% 	 	 	4	% 	 	 	6	% 
		  	 	Max	  	  	 	0	% 	 	 	0	% 	 	 	25	% 	 	 	28	% 	 	 	31	% 








 Schedule B 

Example of Calculation of Performance-Based Compensation Award 
 EXAMPLE I 
 Assuming: (a) the Board has established a Minimum
Operating Income Level of $75 million and a Maximum Operating Income Level of $250 million, (b) an Eligible Employee has a Minimum Payout Percentage of 4% and a Maximum Payout Percentage of 25% of Eligible Earnings and (c) Eligible
Employee has Eligible Earnings of $50,000, the Performance-Based Compensation Award due to Eligible Employee at the various levels of actual Operating Income shown below would be as follows: 

 

							
	 Operating Income
	  	 Performance-Based Compensation Award
	  	Award Amount	 
	 $15 million
	  	None	  	$	0	  
	 $75 million
	  	4% of Eligible Earnings	  	$	2,000	  
	 $150 million
	  	13% of Eligible Earnings	  	$	6,500	  
	 $200 million
	  	19% of Eligible Earnings	  	$	9,500	  
	 $250 million
	  	25% of Eligible Earnings	  	$	12,500	  
	 $275 million
	  	25% of Eligible Earnings	  	$	12,500