2024 AWARD FORMULA FORTHE KEY OFFICERS INCENTIVE PLAN

Exhibit 10.3

2024 AWARD FORMULA

FOR THE

KEY OFFICERS INCENTIVE PLAN

The Key Officers Incentive Plan (the “Plan”) provides cash Awards to Participants based on achievement of Performance Objectives for a specified Performance Period. Capitalized terms not defined in this document have the meaning ascribed under the Plan.

Participants in the Plan are the Section 16 Officers of the Company. There are separate Award Formulas under the Plan for Corporate Participants and Profit Center Participants. Under both formulas, a Participant’s Award is calculated by reference to the Target Percentage of the Participant’s base salary at the end of the Performance Period. The Award Formulas and each Participant’s Target Percentage are determined by the Committee.

For the Performance Period commencing January 1, 2024 and ending December 31, 2024, Awards under the Plan will be determined by achievement of the following Performance Objectives.

Award Formula for Corporate Participants

EBITDA and Cash Flow for Corporate Participants are calculated as follows:

EBITDA = Earnings before interest, taxes, depreciation and amortization

Achievement of EBITDA and Cash Flow targets for Corporate Participants is determined by the Company’s aggregate 2024 financial results. Financial results from acquisitions are excluded from calculations in the year of acquisition. Financial results from businesses divested during the year will be included in the calculations; however, the EBITDA and Cash Flow targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations. Financial results will exclude (i) certain currency and hedging-related gains and losses, (ii) gains and losses from asset disposals, and (iii) items that are outside the scope of the Company’s core, on-going business activities, including changes to the Company’s capital allocation priorities and related uses of cash.

EBITDA and Cash Flow shall be adjusted for all items of gain, loss or expense for the fiscal year, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 2023 10-K; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle.

Achievement targets and payout percentages for Corporate Participants’ EBITDA and Cash Flow are set forth below. No Awards are paid for EBITDA achievement below $413 million or Cash Flow below $325 million. The EBITDA and Cash Flow payouts are each capped at 200%. Payouts will be interpolated for achievement levels falling between those set out in the schedule.

Award Formula for Profit Center Participants

EBITDA = Earnings Before Interest Taxes Depreciation and Amortization 

FCF = EBITDA (adjusted for currency effects) ± Change in Working Capital¹ + Non-Cash Impairments – Capital Expenditures

Achievement of EBITDA and FCF targets for Profit Center Participants is determined by aggregate 2024 financial results for the Profit Centers for which the Participant is responsible. Financial results from acquisitions are excluded from calculations in the year of acquisition. Financial results from businesses divested during the year will be included in the calculations; however, the EBITDA and FCF targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations. Financial results will exclude (i) results from non-operating branches, (ii) certain currency and hedging-related gains and losses, (iii) gains and losses from asset disposals, (iv) items that are outside the scope of the Company’s core, on-going business activities or relating to any other special events or change in business conditions, including changes to the Company’s capital allocation priorities and related uses of cash, and (v) the impact of corporate allocations.

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EBITDA and FCF shall be adjusted for all items of gain, loss or expense for the fiscal year, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 2023 10-K; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle.

Financial results for each Profit Center may include a critical compliance adjustment, ranging from a potential 5% increase for exceptional safety performance to a 20% deduction for critical compliance failures.

Achievement targets and payout percentages for the Profit Center Participant’s EBITDA and FCF are set forth below. No Awards are paid for achievements below the established EBITDA and FCF thresholds. The EBITDA and FCF payouts are each capped at 200%. The payout will be interpolated for achievement levels falling between those set out in the below schedule.

Sample Calculation

For Corporate and Profit Center Participants, the Award is calculated by multiplying the Participant’s salary, Target Percentage, the relative weight of the Performance Objective, and the payout percentage for each Performance Objective. The sample calculation below assumes a Participant with a base salary of $500,000, a Target Percentage of 80%, an EBITDA payout of 120%, and a Cash Flow/FCF payout of 80%:

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