Form of Performance Share Units Award Agreement - Signing Grant

A percentage of the PSUs from ____% to ____% shall be earned (such portion, the “Earned PSUs”) to the extent that the performance goals described in the Statement of Performance Goals for these PSUs (the “_________Performance Goals”) are achieved for the period commencing on _____________ and ending on _______________ (the “Performance Period”), once determined and certified by the Committee in its sole discretion. The Earned PSUs shall become nonforfeitable and payable to the Grantee (“Vested,” or similar terms), if at all, in three substantially equal installments on each of the first three anniversaries of the Date of Grant (the period commencing on the Date of Grant and ending on the third anniversary of the Date of Grant, the “Vesting Period”), subject to the Grantee remaining in continuous employment with the Company or a Subsidiary through each such anniversary. Any PSUs that do not so Vest will be forfeited, including, except as provided in Section 5(b) or Section 5(c) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries.

Notwithstanding Section 5(a) above, the PSUs shall be earned and Vest (to the extent the PSUs have not previously Vested) and be paid pursuant to Section 6 hereof upon the occurrence of any of the following events at a time when the PSUs have not been forfeited in the following manner:

If the Grantee should die or become Disabled prior to the end of the Vesting Period while the Grantee is continuously employed by the Company or any of its Subsidiaries, the Grantee shall earn and Vest in the number of PSUs which the Grantee would have earned and Vested in in accordance with the terms and conditions of this Section 5 if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the end of the Vesting Period or the occurrence of a Change in Control to the extent a Replacement Award is not provided, whichever occurs first; or

in the event of a Change in Control that occurs prior to the end of the Vesting Period, the PSUs shall be earned and Vest in accordance with Section 5(c) below.

Notwithstanding Section 5(a) above, if at any time before the end of the Vesting Period or forfeiture of the PSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the PSUs will be earned and Vest (except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 5(c)(ii) to continue, replace or assume the PSUs covered by this Agreement (the “Replaced Award”)) as follows: the Performance Period and the Vesting Period will terminate and the Committee as constituted immediately before the Change in Control will determine and certify the Earned PSUs based on actual performance through the most recent date prior to the Change in Control for which achievement of the ________ Performance Goals can reasonably be determined, and such Earned PSUs shall be 100% Vested. PSUs that are earned and Vest in accordance with this Section 5(c)(i) will be paid as provided for in Section 6 of this Agreement.

For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., performance-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 5(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

If, after receiving a Replacement Award, the Grantee experiences a termination of employment with the Company or a Subsidiary (or any of their successors) (as

If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding PSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be earned and Vested at the time of such Change in Control and will be paid as provided for in Section 6 of this Agreement.

For purposes of this Agreement, the following definitions apply:

“Good Reason” shall mean (A) a material and permanent diminution in the Grantee’s duties or responsibilities; (B) a material reduction in the aggregate value of base salary and bonus opportunity provided to the Grantee by the Company; or (C) a permanent reassignment of the Grantee to another primary office more than 50 miles from the current office location. The Grantee must notify the Company of the Grantee’s intention to invoke termination for Good Reason within 90 days after the Grantee has knowledge of such event, provide the Company 30 days’ opportunity for cure, and terminate employment within two years following the initial existence of such event, or such event shall not constitute Good Reason. The Grantee may not invoke termination for Good Reason if Cause exists at the time of such termination.

“Cause” shall mean (A) the Grantee’s conviction of or plea of guilty or nolo contendere to a crime constituting a felony under the laws of the United States or any State thereof or any other jurisdiction in which the Company or its Subsidiaries conduct business; (B) the Grantee’s willful misconduct in the performance of the Grantee’s duties to the Company or its Subsidiaries and failure to cure such breach within thirty days following written notice thereof from the Company; (C) the Grantee’s willful failure or refusal to follow directions from the Board (or direct reporting executive) and failure to cure such breach within thirty days following written notice thereof from the Board; or (D) the Grantee’s breach of fiduciary duty to the Company or its Subsidiaries for personal profit.  Any failure by the Company or a Subsidiary to notify the Grantee after the first occurrence of an event constituting Cause shall not preclude any subsequent occurrences of such event (or a similar event) from constituting Cause. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Grantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity the Grantee is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

“Disabled” shall mean (A) the Grantee is unable to engage in any substantial gainful activity due to medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months, or (B) due to any medically determinable physical or mental impairment expected to result in death or last for a continuous period not less than 12 months, the Grantee has received

Any PSUs that have not Vested pursuant to Section 5 by the end of the Vesting Period will be forfeited automatically and without further notice after the end of the Vesting Period (or earlier if, and on such date that, Grantee ceases to be an employee of the Company or a Subsidiary prior to the end of the Vesting Period for any reason other than as described in this Section 5).

Payment for the PSUs, after and to the extent they have become earned and Vested, shall be made in the form of Common Shares. Except as provided in Section 6(b), payment shall be made as soon as administratively practical following (but in no event later than thirty (30) days following) the end of the Vesting Period.

Notwithstanding Section 6(a), to the extent that the PSUs are earned and Vested on the date of a Change in Control, Grantee will receive payment for Vested PSUs in Common Shares on the date of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, the Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 6(a).

Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement.

The Company’s obligations to the Grantee with respect to the PSUs will be satisfied in full upon the issuance of Common Shares corresponding to such PSUs.

The Grantee shall have no rights of ownership in the Common Shares underlying the PSUs and no right to vote the Common Shares underlying the PSUs until the date on which the Common Shares underlying the PSUs are issued or transferred to the Grantee pursuant to Section 6 above.

From and after the Date of Grant and until the earlier of (i) the time when the PSUs are paid in accordance with Section 6 hereof or (ii) the time when the Grantee’s right to receive Common Shares in payment of the PSUs is forfeited in accordance with Section 5 hereof, on the date that the Company pays a cash dividend (if any) to holders of Common Shares generally, the Grantee shall be credited with cash per PSU equal to the amount of such dividend. Any amounts credited pursuant to the immediately preceding sentence shall be subject to the same applicable terms and conditions (including earning, Vesting, payment and forfeitability) as apply to the PSUs based on which the dividend equivalents were credited, and such amounts shall be paid in cash at the same time as the PSUs to which they relate.

The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Common Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

Definitions. For purposes hereof:

“Beginning Stock Price” means the closing price of a Common Share on the principal stock exchange on which the Common Shares are then traded on ________________.

“Ending Stock Price” means the average closing price of a Common Share on the principal stock exchange on which the Common Shares are then traded for the last 30 trading days of the Performance Period.

PSU Performance Matrix. From ___% to ___% of the PSUs will be earned based on absolute Common Shares price performance during the Performance Period as follows:

Number of PSUs Earned. Following the Performance Period, the Committee shall determine whether and to what extent the ___________ Performance Goals have been satisfied for the Performance Period and shall determine the number of PSUs that shall become Earned PSUs hereunder and under the Agreement on the basis of the following:

Below Threshold I. If, upon the conclusion of the Performance Period, the Ending Stock Price minus the Beginning Stock Price is less than $_______, as set forth in the Performance Matrix, then ___% of the PSUs shall become Earned PSUs.

Threshold I. If, upon the conclusion of the Performance Period, the Ending Stock Price minus the Beginning Stock Price is equal to $_____, as set forth in the Performance Matrix, then ____% of the PSUs shall become Earned PSUs.

Between Threshold I and Threshold II. If, upon the conclusion of the Performance Period, the Ending Stock Price minus the Beginning Stock Price is greater than $_____ but less than $______, a percentage between ____% and ____% (determined on the basis of straight-line mathematical interpolation) of the PSUs (rounded up to the nearest whole number of PSUs) shall become Earned PSUs.

Threshold II. If, upon the conclusion of the Performance Period, the Ending Stock Price minus the Beginning Stock Price is equal to $_____, as set forth in the Performance Matrix, then _____% of the PSUs shall become Earned PSUs.

Between Threshold II and Threshold III. If, upon the conclusion of the Performance Period, the Ending Stock Price minus the Beginning Stock Price is greater than $______ but less than $______, a percentage between ____% and ____% (determined on the basis of straight-line mathematical interpolation) of the PSUs (rounded up to the nearest whole number of PSUs) shall become Earned PSUs.

Threshold III. If, upon the conclusion of the Performance Period, the Ending Stock Price minus the Beginning Stock Price is equal to $______, as set forth in the Performance Matrix, then _____% of the PSUs shall become Earned PSUs.

Between Threshold III and Maximum. If, upon the conclusion of the Performance Period, the Ending Stock Price minus the Beginning Stock Price is greater than $______ but less than $______, a percentage between _____% and _____% (determined on the basis of straight-line mathematical interpolation) of the PSUs (rounded up to the nearest whole number of PSUs) shall become Earned PSUs.

Equals or Exceeds Maximum. If, upon the conclusion of the Performance Period, the Ending Stock Price minus the Beginning Stock Price is equal to or greater than $______, as set forth in the Performance Matrix, then ____% of the PSUs shall become Earned PSUs.