FORM OF AGREEMENT FOR LONG TERM PERFORMANCE AWARD GRANTS TO EXECUTIVE OFFICERS GE 2007 LONG TERM INCENTIVE PLAN Grant of Contingent 2016-2018 Long Term Performance Award

Attainment of the performance goals will be determined solely by the Committee and will be based on the Company's performance results, adjusted for any unusual items, all as defined and interpreted by the Committee.

In calculating the actual amount of the payment, if any, that will be payable hereunder, each of the performance measurements will be weighted equally (i.e., 20%), and payment will be prorated if performance falls between goals. Payment will be reduced by any taxes that must be paid or withheld as determined by the Company. Further, no award payout to a named executive officer

of the Company may exceed one tenth of one percent of the Company's aggregate adjusted net earnings during the performance period.

3a. Interim Installments (for Executive Officers).  A portion of the Award is payable to the Grantee in progress installments that will be credited to a non-qualified deferral account, without interest, following the end of the first and second years in the three-year performance period, based on the extent to which the performance goals are satisfied as of each year-end.  The determination of the extent to which the performance goals are satisfied will be based on the forecasted performance outlook and projected attainment of the performance goals and award payout % for the three-year period determined as of the end of the first and second performance years, respectively.  Each installment will be calculated by multiplying the Grantee's annual compensation rate (as of December of the applicable performance year) by the projected award payout % for the three-year period (but, for the first year, up to no more than the target payout level) by 30%.  Following the third year, the Grantee will receive any amounts credited, without interest, adjusted for any additional amount due or credited amount forfeited, such that the total amount to be paid, if any, reflects the Company's actual three-year performance pursuant to the provisions, and subject to all other terms and conditions of, this Award.

If, prior to the payment of the Award, the Grantee voluntarily terminates employment or fails to accept a comparable offer of employment from a successor employer, or if the Grantee is removed from his or her position for any reason, the Grantee will not be entitled to any payment under this Award. Further, if the Grantee terminates employment for any reason prior to December 31, 2016, the Grantee will not be entitled to any payment under this Award.

If, on or after December 31, 2016, and prior to December 31, 2018, the Grantee retires, becomes disabled, transfers to a successor employer upon a business disposition, or dies and was an Award participant for 6 months or more, and would have received a payment under this Award but for such retirement, disability, business disposition or death, the Grantee or the Grantee's estate in the case of death, will be given a pro-rata payment in 2019, based on the number of months worked for the Company while an Award participant during the performance period, subject to the discretion of the Committee to reduce or cancel such payment. Further, in the event of a business disposition, the Committee may condition payment of any such pro-rata award (based on employment through the applicable Closing Date) on continued employment with the successor employer through the normal payout date, and in no event shall any employment contract, agreement, statements, documents or practices supersede the Committee's determinations.

If the Board determines that the Grantee has engaged in conduct detrimental to the Company that resulted in a material inaccuracy in the Company's financial statements or performance metrics that affects the Award, the Board may take a range of actions to remedy the conduct that include, without limit, seeking reimbursement of any portion of the Award paid to the Grantee that is greater than would have been paid if calculated based on

the accurate financial statements or performance metrics; provided that if the Board determines that the Grantee engaged in fraudulent misconduct it will seek such reimbursement.  The terms and conditions of this Award, including the reimbursement requirement in this paragraph, shall survive the payment of the Award.

 

 

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