Form of the Fiscal Year 2021 Qualified Executive Annual Incentive Plan

A.

B.

1.

Each participant’s objectives are determined at the beginning of the plan year by the participant and the President & CEO.  The President & CEO’s objectives are determined by the President & CEO and the Committee.

2.

Objectives may be revised during the plan year, as appropriate.

1.

Actual financial results achieved by the Company will be determined at the end of the plan year, by comparing financial results with previously set financial goals.

2.

In determining the attainment of financial results,

a.

the impact of foreign exchange gains or losses will be excluded.

b.

the impact of any of the events (1) through (9) listed in Section 4(b)(ii) of the shareholder plan will be excluded from the financial results of any affected business unit.

3.

a.

Funding under the plan is determined on a continuum, as follows:

1.

For performance below the threshold level, the funding is zero.

2.

For performance at the threshold level, the funding is 50%.

3.

For performance between the threshold and target levels, the funding is between 50% and 100%, determined on a pro-rata basis.

4.

For performance at the target level, the funding is 100%.

5.

For performance between the target and outstanding levels, the funding is between 100% and 150%, determined on a pro-rata basis.

6.

For performance at or above the outstanding level, the funding is 150%.

b.

In the case where the Company misses threshold performance for one or both financial goals, but achieves 80% of the Company’s full-year operating income target, a minimum funding of 50% will be available for payout under the plan.

B.

1.

At the end of the plan year, each participant’s performance will be measured by achievement of his/her objectives, with a personal performance modifier in the range of 0-200%.  This assessment will be made by the President & CEO, and in the case of the President & CEO, by the Committee.  The personal performance modifier is multiplied by the funding to determine payout under the plan.

2.

The Committee approves payouts made to all participants under the plan.

A.

Payouts will be made within 90 days after the end of the plan year.

B.

In the event of a participant's death, disability, retirement or leave of absence prior to the payout for the plan year, the payout, if any, will be determined by the Committee.  Any such payout will be calculated as noted in Section V.

C.

A participant must be actively employed by the Company on the date of payout without having given notice or having been given notice of termination to be eligible for a payout for the plan year. Exceptions to this provision shall be made with the approval of the Committee, in its sole discretion.

D.

A participant who is hired or promoted into an eligible position during the plan year may receive a prorated payout as determined by the Committee, in its sole discretion.

A.

The plan will be administered by the Committee, which shall have authority in its sole discretion to interpret and administer this plan, including, without limitation, all questions regarding eligibility and status of any participant, and no participant shall have any right to receive a payout or payment of any kind whatsoever, except as determined by the Committee hereunder.

B.

The Company will have no obligation to reserve or otherwise fund in advance any amount which may become payable under the plan.

C.

In the event that the Company is required to file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees, and/or material non-compliance with Securities laws, the Company will require reimbursement of any annual incentive compensation awarded to all participants in the amount by which such compensation exceeded any lower payment that would have been made based on the restated financial results, for the fiscal year in which the restatement was required, to the full extent required or permitted by law. 

D.

This plan may not be modified or amended except with the approval of the Committee, in accordance with the provisions of the shareholder plan.

E.

In the event of a conflict between the provisions of this plan and the provisions of the shareholder plan, the provisions of the shareholder plan shall apply.

F.

In the event that any provision of this plan shall be considered illegal or invalid for any reason, such illegality and invalidity shall not affect the remaining provisions of the plan, but shall be fully severable, and the plan shall be construed and enforced as if such illegal or invalid provision had never been contained therein.