Restricted Stock Unit Awards. The Compensation
Committee may grant restricted stock units, which will be
the right to receive Company Common Shares or cash subject
to certain terms and conditions. Unlike grants of
restricted stock, no shares are issued at grant. Such
restrictions may include the achievement of performance
goals (as described below under the headingPerformance
Grants). Similar to restricted stock, restricted stock
units cannot be sold or transferred by a Participant until
the applicable restrictions expire or have been met. Upon
the lapse of restrictions, a restricted stock unit entitles
a Participant to receive Common Shares or cash equal to the
fair market value of a Common Share on the date the
restrictions lapse. The minimum period applicable to any
award of restricted stock units to an employee or
consultant is one year from the date of grant. The
Compensation Committee may provide that a Participant shall
be entitled to receive dividend equivalents on outstanding
restricted stock units. Dividend equivalents with respect
to dividends or other distributions that are paid in
Company Common Shares or cash are credited to the
Participant as additional restricted stock units subject to
the same restrictions. Unless otherwise provided in a grant
agreement, dividend equivalents, if any, are credited with
respect to an award of restricted stock units as follows:
(i) in the case of a stock dividend or other distribution,
by crediting the Participant with an additional number of
restricted stock units equal to the number of shares of
Company Common Shares the Participant would have received
in the dividend with respect to his or her restricted stock
units had the Restricted Stock Units been outstanding
shares of Company Common Shares on the dividend payment
date; and (ii) in the case of a cash dividend or other
distribution, by crediting the Participant with an
additional number of restricted stock units equal to the
quotient of (A) the aggregate cash amount the Participant
would have received in the dividend with respect to his or
her restricted stock units had the restricted stock units
been outstanding shares of Company Common Shares on the
dividend payment date, divided by (B) the Fair Market Value
of a share of Company Common Shares on the dividend payment
date, rounded down to the nearest whole share. Any
additional restricted stock units issued as dividend
equivalents are subject to the same vesting and other terms
and conditions as the underlying restricted stock units.

Performance Grants. Performance grants are the
right to receive an amount denominated in cash (but payable
in cash or common stock), subject to the achievement of
pre-established performance goals. Performance grants shall
be granted and administered to comply with the requirements
of Section 162(m) of the Code. Performance goals are based
on objective and quantifiable performance criteria. The
performance criteria that the Compensation Committee may
use in establishing performance goals are total shareholder
return, stock price, revenue, gross profit, EBITDA
(earnings before interest, taxes, depreciation and
amortization), EBIT (earnings before interest and taxes),
operating income, pre-tax earnings, net operating profit
after taxes, net income, earnings per share, gross margin,
operating margin, net margin, operating cash flow, free
cash flow, return on assets, return on invested capital,
return on equity, or return on some defined set of assets,
capital or equity as defined by the Compensation Committee.
Performance criteria may be used to measure the performance
of the Company on a consolidated basis or any segment,
sector, one or more customers, subsidiary, affiliate,
division or business unit of the Company. The performance
criteria may be applied either individually, alternatively,
or in any combination and measured on as reported (GAAP),
gross, net or operating basis, on a total or continuing
basis, on an annual or cumulatively over a defined period
of time basis, and can be measured on an absolute,
relative, growth, or per-share basis. The performance
criteria may be measured including or excluding
extraordinary items such as restructuring charges, casualty
losses, insurance recoveries, and other one-time,
non-recurring items.

The Compensation Committee sets the threshold, target and
maximum amounts payable under the performance grant. The
Participant receives the appropriate payments at the end of
the performance period if the performance goals (and other
terms and conditions of the award) are met. The actual
payments under a performance grant can be made in cash,
Company Common Shares, or both, as determined by the
Compensation Committee. Any payments in Common Shares will
be based on the fair market value of Common Shares on the
payment date.

Applicable Withholding Taxes.

The Company shall have the authority and the right to
deduct or withhold, or require a Participant to remit to
the Company, an amount sufficient to satisfy the Companys
obligation to withhold applicable withholding taxes with
respect to any exercise, lapse of restriction or other
taxable event arising as a result of the 2017 Plan. The
obligations of the Company under the 2017 Plan is
conditioned on such payment or arrangements and the Company
will have, to the extent permitted by law, the right to
deduct any such taxes from any payment of any kind
otherwise due to the Participant. Unless otherwise
determined by the Compensation Committee at the time the
Incentive Award is made or thereafter, any such withholding
requirement may be satisfied, in whole or in part, by
withholding from the Incentive Award shares of Company
Common Shares having a fair market value on the date of
withholding equal to the amount that the Company determines
is necessary to satisfy its withholding obligation. All
such elections shall be subject to any restrictions or
limitations that the Compensation Committee, in its sole
discretion, deems appropriate.