Form of Annual Performance Bonus Plan For Executive Employees

Share the success of the Company

Reward employees for outstanding business results

Recognize levels of individual performance multiplier

Foster teamwork

Retain employees

Not on a Sales Incentive Plan (SIP)

Employed before fiscal year fourth quarter

Employed on the APB payout date

On leave of absence (“LOA”) with eligible earnings during the Program period

Corporate performance for the Program period will be based on the

Business Division or Function performance for the Program period will be

are approved and recommended by the CEO and the Compensation Committee to the Board for final approval. Attainment measurements and targets are maintained by Finance.

The Program award payout (“Program Award”) for each participant will be

determined as follows.

Eligible Earnings: Represents base wages paid during the performance period and includes vacation, holiday and sick pay. Eligible earnings exclude disability payments, bonus payments and allowances. Total eligible earnings for the Program period will reflect part-time status, unpaid LOA, hire date or re-hire date.

Attainment %: Payout on performance attainment for each goal between the threshold and the maximum will be determined by a linear formula.

Performance Multiplier: Based on performance each participant, other than the CEO, will be assigned a performance multiplier on a scale of 0.5 to 1.5 by the CEO, subject to the review and approval of the Compensation Committee, and in respect of the CEO, the Board. In the

Target Bonus Percent: Percent of eligible earnings that will be paid if the Company and Business Division/Function attainment is 100% of goals. This percent is assigned to each executive function or individual, as determined by the CEO and the Compensation Committee, or by the Board in respect of the CEO.

Actual attainment against fiscal year Corporate and Division/Function metrics

Current year performance multiplier

Program Administration: The Compensation Committee will establish guidelines for the Program in line with corporate strategies and objectives. The Compensation Committee has final authority as to any issues related to the interpretation and the administration of the Program, including the resolution of any unusual circumstances. Board approval is required if there is any change related to the CEO.

Compensation Committee Discretion: The Compensation Committee will recommend and the Board will set the Program performance targets. The Compensation Committee may, at its sole discretion, at any time alter, amend, suspend or in any other way modify the Program to align with the changing needs of the Company without prior notification to any participant, provided that any such modifications that affect the CEO shall be approved by the Board.

Payment Authorization: Employees will be eligible to participate in the APB program period if they are employed before the fiscal year fourth quarter and remain employed on the payout date. All awards must be approved by the CEO and the Compensation Committee, or by the Board in respect of the CEO. The Program award will be paid in full, as soon as administratively feasible, following the end of a Program period.

Termination: Any employee (other than the CEO) may be excluded from Program participation, at any time, at the sole discretion of the Compensation Committee, and by the Board in the case of the CEO. Except as required by applicable law or regulation, in order to receive a Program award payment for the applicable Program period, an employee must be: (1) on the payroll, and (2) an eligible participant of the Program at the time of payout. Except as required by applicable law or regulation, the Company will not seek repayment of a valid bonus payout if the employee terminates employment after payment for the previous performance period.

Pro-rated Payments: Pro-rated payment will be made in cases as set forth below:

Position changes from non-sales to sales (on SIP) or from sales (on SIP) to non-
sales.

Transfer between Business Divisions or Functions during the fiscal year of the performance period.

Termination for disability: In the event a participant terminates employment with the
Company for disability reasons, such employee will be considered eligible for
completed plan periods in which the employee participated.

Termination upon death: Upon the death of a participant, the award will be paid along with all other payouts based on eligible earnings during the Program period.
Payment will be made to legal beneficiaries, as designated by the employee and on file with the Company.

Right of Employment and Payment: Management and the Compensation Committee reserve the right, at their sole discretion, to restrict participation in the Program at any time. Participation under this Program does not affect the employment status of the participant and does not imply continued employment with the Company. Either participant or Company may terminate the employment relationship at any time, for any reason, with or without cause.

Unfunded Status/Right of Assignment: No assets are reserved for this Program and no person has a right or interest in Company assets as a result of the existence of this Program. No right or interest in the Program may be assigned or transferred, or subject to any lien, directly, by operation of law or otherwise, including without limitation, bankruptcy, pledge, garnishment, attachment, levy or other creditor’s process.

Taxes: All awards payable under the Program are taxable as ordinary income in the year of payment and subject to applicable taxes and withholdings. Employees on a temporary relocation are paid and taxed from their home country.

Plan Amendment or Termination: The Compensation Committee may amend or terminate this Program at any time, provided that any such modifications that affect the CEO shall be approved by the Board. While the Compensation Committee intends that any amendment or termination would be prospective, the Compensation Committee reserves the right to act retroactively without prior written notice to the participants.

Final Decision: The Compensation Committee will make the final determination as to the eligibility for participation in the Program and any other applicable terms. All decisions made by the Compensation Committee, or the Board, as applicable, regarding this Program shall be final.