Exhibit 10.2


 


Canada
Final


 


FOREST OIL CORPORATION


2007 STOCK INCENTIVE PLAN


PERFORMANCE UNIT AWARD AGREEMENT


 


[                                  ,
20    ]


 


To:


 


Forest
Oil Corporation, a New York corporation (the “Company”),
is pleased to grant you an award (the “Award”)
to receive an aggregate of                     
performance units (each, a “Performance
Unit”) in respect of the period                   
through                     
(the “Performance  Period”). The Award is subject to your acceptance of
and agreement to all the applicable terms, conditions and restrictions
described in this Performance Unit Award Agreement (this “Agreement”)
and the Forest Oil Corporation 2007 Stock Incentive Plan (as it may be amended
from time to time, the “Plan”).
A copy of the Plan is available upon request. To the extent that any provision
of this Agreement conflicts with the expressly applicable terms of the Plan,
you acknowledge and agree that those terms of the Plan shall control and, if
necessary, the applicable provisions of this Agreement shall be deemed amended
so as to carry out the purpose and intent of the Plan. Terms that have their
initial letters capitalized, but that are not otherwise defined in this
Agreement, shall have the meanings given to them in the Plan in effect as of
the date of this Agreement. The Performance Units contemplated herein are
granted as Performance Awards under the Plan and are subject to the award
limitations applicable to awards denominated in shares of the Company’s common
stock (the “Common  Stock”) that are set forth in Paragraph V(a) of
the Plan.


 


This
Agreement sets forth the terms of the agreement between you and the Company
with respect to the Performance Units. By accepting this Agreement, you agree
to be bound by all of the terms hereof.


 


1.             Overview of Performance Units.


 


(a)           Performance Units Generally.   Each Performance Unit represents a
contractual right to receive one share of Common Stock, subject to the terms
and conditions of this Agreement; provided that, based on the relative
achievement against the performance objective outlined in Section 2 below
(the “Performance  Objective”), the number of shares of Common Stock
that may be deliverable hereunder in respect of the Performance Units may range
from 0% to 200% of the number of Performance Units stated in the preamble to
this Agreement (such stated number of Performance Units hereafter called the “Initial  Performance
Units”). Your right to receive
Common Stock in respect of Performance Units is generally contingent, in whole
or in part, upon (i) the achievement of the Performance Objective and (ii) except
as provided in Section 4 or Section 5, your continued employment with
the Company or an Affiliate through the date of the Committee’s certification
as set forth in Section 2.


 

















 


(b)           Dividend Equivalents.   With respect to each outstanding Performance
Unit, the Company shall credit a book entry account with an amount equal to the
amount of any cash dividend paid during the Performance Period on one share of
Common Stock. The amount credited to such book entry account shall be payable
to you at the same time or times, and subject to the same terms and conditions
as are applicable to, your Performance Units; provided that, if more than the
Initial Performance Units shall become payable in accordance with this
Agreement, then the maximum amount payable in respect of such dividend
equivalents shall be the amount credited to your book entry account. Dividends
and distributions payable on Common Stock other than in cash will be addressed
in accordance with Section 9 hereof.


 


2.             Total Shareholder Return
Objective.    The
Performance Objective with respect to the Initial Performance Units is based on
Total Shareholder Return. “Total Shareholder Return”
shall mean, as to the Company and each of the Peer Companies (as defined
below), the annualized rate of return shareholders receive through stock price
changes and the assumed reinvestment of dividends paid over the Performance
Period. Dividends per share paid other than in the form of cash shall have a
value equal to the amount of such dividends reported by the issuer to its
shareholders for purposes of Federal income taxation. For purposes of
determining the Total Shareholder Return for the Company and each of the Peer
Companies, the change in the price of the Company’s Common Stock and of the
common stock of each Peer Company, as the case may be, shall be based upon the
average of the closing stock prices of the Company and such Peer Company over
the 20 trading days immediately preceding each of the start (the “Initial Value”) and the end of
the Performance Period. The Initial Value of the Common Stock to be used to
determine Total Shareholder Return over the Performance Period is $                
per share. Achievement with respect to this Performance Objective shall be
determined by the Committee based on the Company’s relative ranking in respect
of the Performance Period with regard to Total Shareholder Return as compared
to Total Shareholder Return of the Peer Companies, and shall be determined in
accordance with the applicable table as set forth in Appendix A hereto (subject
to adjustment as provided in Appendix A hereto). The applicable table shall be
determined based on the number of Peer Companies for the Performance Period. A
company shall be a “Peer Company”
if it (i) is one of the companies listed on Appendix A hereto and (ii) has
a class of common equity securities listed to trade under Section 12(b) of
the Exchange Act during each day of the Performance Period. As soon as administratively
practicable following the end of the Performance Period (but in no event later
than the 15th day of the third calendar month following the
calendar month in which the Performance Period ends), the Committee shall
certify whether and to the extent that the Performance Objective has been
achieved and will determine, in the manner described above, the number of
Performance Units, if any, determined to be earned pursuant to the applicable
table under Appendix A (as adjusted in the manner provided therein).  The number of Performance Units, if any,
determined by the Committee pursuant to the preceding provisions of this Section 2
shall be referred to as the “Earned Performance Units.”


 


3.             Conversion of Performance Units;
Delivery of Common Stock with respect to Performance Units.   Unless an earlier date applies pursuant to
Sections 4(a), 4(b) or 5(b), payment in respect of Earned Performance
Units shall be made not later than the 15th day of the
third calendar month following the calendar month in which the Performance
Period ends. All payments in respect of Earned Performance Units shall be made
in freely transferable shares of


 


2

















 


Common
Stock. Neither this Section 3 nor any action taken pursuant to or in
accordance with this Section 3 shall be construed to create a trust of any
kind. Any shares of Common Stock issued to you pursuant to this Agreement in
settlement of Earned Performance Units shall be in book entry form registered
in your name. Any fractional Earned Performance Units shall be rounded up to
the nearest whole share of Common Stock. 
Performance Units which do not become Earned Performance Units or which
do not become payable to you pursuant to this Section 3 or Sections 4 or 5
or otherwise pursuant to this Agreement, as applicable, shall be forfeited by
you and you shall have no further right, title or interest in such Performance
Units.  In such event, you hereby waive
any and all claims and/or rights to compensation or damages in consequence of
your termination of employment (whether lawfully or unlawfully) or otherwise
for any reason insofar as those rights arise or may arise from you ceasing to
have rights to receive any cash or shares of Common Stock pursuant to the Plan
or this Agreement.


 


4.             Termination of Employment.


 


(a)           Death or Disability. In the event
that your employment with the Company or an Affiliate terminates during the
Performance Period due to your death or Disability (as defined below), then the
date of such termination of your employment shall be deemed the end of the
Performance Period and you will be issued a number of shares of Common Stock
equal to the product of:


 


(i)            the number of Initial
Performance Units (subject to adjustment as set forth in Section 9); and


 


(ii)           a fraction (A) the
numerator of which is the number of full months during the Performance Period
during which you were employed by the Company or an Affiliate (counting the
month in which your termination of employment occurs as a full month) and (B) the
denominator of which is thirty-six (36).


 


Distribution
of shares of Common Stock determined to be earned by reason of this Section 4(a) shall
be made not later than the 15th day of the third calendar month
following your death or Disability.


 


(b)           Involuntary Termination.  In the event that your employment with the
Company terminates during the Performance Period due to your Involuntary
Termination (as defined below), then you will be issued a number of shares of
Common Stock equal to the number of Performance Units that would have become
Earned Performance Units in accordance with the provisions of Section 2
assuming that:


 


(i)            the Performance
Period ended on the date of your Involuntary Termination; and


 


(ii)           the
determination of whether, and to what extent, the Performance Objective is
achieved, is based on actual performance against the stated performance
criteria through the date of your Involuntary Termination.


 


3

















 


Distribution
of shares of Common Stock in respect of the Performance Units determined to be
earned by reason of this Section 4(b) shall be made not later than
the 15th day of the third calendar month following the
Involuntary Termination of your employment.


 


(c)           Other Termination of Employment. Unless
otherwise determined by the Committee at or after grant, in the event that your
employment with the Company terminates prior to the end of the Performance
Period for any reason other than those listed in Sections 4(a) or 4(b),
all of your Performance Units shall terminate and automatically be canceled
upon such termination of employment.


 


(d)           Definitions of Disability
and Involuntary Termination.  As used in this Agreement, the term “Disability” (i) shall have
the meaning given such term in the Severance Agreement between you and the
Company in effect as of the grant date specified above (the “Severance Agreement”), or (ii) if
there is no Severance Agreement, shall mean that as a result of your incapacity
due to physical or mental illness, you shall have been absent from the
full-time performance of your duties for six consecutive months, and you shall
not have returned to full-time performance of your duties within 30 days after
written notice of termination is given to you by the Company (provided,
however, that such notice may not be given prior to 30 days before the
expiration of such six-month period).  As
used in this Agreement, the term “Involuntary Termination”
means any termination of your employment with the Company or an Affiliate, as
applicable, which does not result from your resignation; provided, however,
that the term “Involuntary Termination” shall not include a termination as a
result of death, Disability, or a termination of your employment by the Company
(or any Affiliate) by reason of your unsatisfactory performance of your duties,
to be determined by the Company in its sole discretion, or by reason of your
final conviction of a misdemeanor involving moral turpitude or a felony.


 


(e)           Termination of Employment.    For all purposes of this Agreement, you
will be considered to have terminated from employment with the Company or an
Affiliate on the actual date that you give or receive notice of your
termination.  Further, it is expressly
provided that you shall be considered to have terminated employment at the time
of the termination of the “Affiliate” status under the Plan of the entity or
other organization that employs you.


 


5.             Change in Control.


 


(a)           Continuous Employment.    Notwithstanding the provisions of Section 1
through Section 4 hereof or the terms of the Severance Agreement, if you
have been continuously employed from the grant date specified above until the
date that a Change of Control (as defined below) occurs (the “Change of Control Date”), then
upon the occurrence of a Change of Control you will be issued a number of
shares of Common Stock equal to the number of Performance Units that would have
become Earned Performance Units in accordance with the provisions of Section 2
assuming that:


 


(i)            the Performance
Period ended on the Change of Control Date; and


 


4

















 


(ii)           the
determination of whether, and to what extent, the Performance Objective is
achieved, is based on actual performance against the stated performance
criteria through the Change of Control Date.


 


(b)           Time and Form of
Payment.    Any shares of Common Stock
issuable pursuant to this Section 5 shall be issued immediately following
(and not later than five business days after) the Change of Control Date and
shall be fully earned and freely transferable as of the Change of Control Date.
Notwithstanding anything else contained in this Section 5 to the contrary
(other than Section 5(d)), if the Change of Control involves a merger,
reclassification, reorganization or other similar transaction pursuant to which
the Common Stock is exchanged for stock of the surviving corporation in such
merger, the successor to the corporation or the direct or indirect parent of
such a corporation (collectively, the “Successor Corporation”),
then you shall receive, instead of each share of Common Stock otherwise
deliverable hereunder, the same consideration (whether stock, cash or other
property) payable or distributable in such transaction in respect of a share of
Common Stock. Any property distributed pursuant to this Section 5(b),
whether in shares of the Successor Corporation or otherwise, shall in all cases
be freely transferable without any restriction (other than any such restriction
that may be imposed by applicable law), and any securities issued hereunder
shall be registered to trade under the Exchange Act, and shall have been
registered under the Securities Act of 1933, as amended (the “Securities Act”).


 


(c)           Definition of Change of
Control.    As used in this Agreement,
the term “Change of Control”
(i) shall have the meaning given such term in the Severance Agreement, or (ii) if
there is no Severance Agreement, shall mean the occurrence of any one or more
of the following events:


 


(i)            The Company shall not be the surviving
entity in any merger, consolidation or other reorganization (or survives only
as a subsidiary of an entity other than a previously wholly-owned subsidiary of
the Company);


 


(ii)           The Company sells, leases or exchanges
all or substantially all of its assets to any other person or entity (other
than a wholly-owned subsidiary of the Company);


 


(iii)          The Company is to be dissolved and liquidated;


 


(iv)          Any person or entity, including a “group”
as contemplated by Section 13(d)(3) of the Exchange Act, acquires or
gains ownership or control (including, without limitation, power to vote) of
more than 50% of the outstanding shares of the Company’s voting stock (based
upon voting power); or


 


(v)           As a result of or in connection with a
contested election of directors, the persons who were directors of the Company
before such election shall cease to constitute a majority of the Board.


 


5

















 


Notwithstanding the foregoing, the term “Change
of Control” shall not include any reorganization, merger or consolidation
involving solely the Company and one or more previously wholly-owned
subsidiaries of the Company.


 


(d)           Alternative Form of
Payment.    Notwithstanding anything
else contained in this Section 5 to the contrary, the Committee may elect,
at its sole discretion by resolution adopted prior to the Change of Control
Date, to have the Company satisfy your rights in respect of the Performance
Units (as determined pursuant to the foregoing provisions of this Section 5),
in whole or in part, by having the Company make a cash payment to you within
five business days of the Change of Control Date in respect of all such
Performance Units or such portion of such Performance Units as the Committee
shall determine. Any cash payment for any Performance Unit shall be equal to
the Fair Market Value of the number of shares of Common Stock into which it
would convert, determined on the Change of Control Date.


 


6.             Forfeiture under Certain
Circumstances.  Notwithstanding any provision herein to the
contrary, the Committee may terminate your Award if it determines that you have
engaged in material misconduct. Material misconduct includes conduct adversely
affecting the Company’s reputation, financial condition, results of operations
or prospects, or which constitutes fraud or theft of Company assets.  If such material misconduct results, directly
or indirectly, in any restatement of the Company’s financial information after
an amount has been paid to you with respect to the Award, then the Committee
also may require you to reimburse the Company for all or a portion of such
payment amount. In addition, if there is a material restatement of the Company’s
financial statements that affects the financial information used in the
determination of the amount paid to you under the Award, then the Committee may
take such action, in its sole discretion, as it deems necessary to adjust such
amount.


 


7.             Nontransferability of Awards.    The Performance Units granted hereunder may
not be sold, transferred, pledged, assigned, encumbered or otherwise alienated
or hypothecated, other than by will or by the laws of descent and distribution.
Following your death, any shares distributable (or cash payable) in respect of
Performance Units will be delivered or paid, at the time specified in Section 3,
Section 4 or, if applicable, Section 5, to your beneficiary in
accordance with, and subject to, the terms and conditions hereof and of the
Plan.


 


8.             Beneficiary Designation.   You may from time to time name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom shall be delivered or paid under this Agreement following your death any
shares that are distributable or cash payable hereunder in respect of your
Performance Units at the time specified in Section 3, Section 4 or,
if applicable, Section 5. Each designation will revoke all prior
designations, shall be in a form prescribed by the Committee, and will be
effective only when filed in writing with the Committee during your lifetime.
In the absence of any such effective designation, shares issuable and cash
payable in connection with your death shall be paid to your surviving spouse,
if any, or otherwise to your estate.


 


9.             Adjustments in Respect of
Performance Units.   In
the event of any common stock dividend or common stock split, recapitalization
(including, but not limited to, the payment of an extraordinary dividend),
merger, consolidation, combination, spin-off, distribution of assets


 


6

















 


to
stockholders (other than cash dividends), exchange of shares, or other similar
corporate change with regard to the Company or any Peer Company, appropriate
adjustments shall be made by the Committee to the Initial Value of the
corresponding common stock, and, if any such event occurs with respect to the
Company, in the aggregate number of Performance Units subject to this
Agreement. The Committee’s determination with respect to any such adjustment
shall be conclusive.


 


10.           Effect of Settlement.   Upon conversion into shares of Common Stock
(or Successor Corporation common stock) pursuant to Section 3, Section 4
or Section 5, a cash settlement of your rights, at the election of the
Committee at its sole discretion pursuant to Section 5(d), or a
combination of the issuance of Common Stock and the payment of cash in
accordance with any applicable provisions of this Agreement, all of your
Performance Units subject to the Award shall be cancelled and terminated. If
and to the extent that you are still employed at the end of the Performance
Period, and none of your Performance Units shall have become earned in
accordance with the terms of this Agreement, all such Performance Units subject
to the Award shall be cancelled and terminated.


 


11.           Furnish Information.   You agree to furnish to the Company all
information requested by the Company to enable it to comply with any reporting
or other requirements imposed upon the Company by or under any applicable
statute or regulation.


 


12.           Remedies.    The parties to this Agreement shall be
entitled to recover from each other reasonable attorneys’ fees incurred in
connection with the enforcement of the terms and provisions of this Agreement
whether by an action to enforce specific performance or for damages for its
breach or otherwise.


 


13.           Information Confidential.   As partial consideration for the granting of
the Award hereunder, you hereby agree with the Company that you will keep
confidential all information and knowledge, except that which has been
disclosed in any public filings required by law, that you have relating to the
terms and conditions of this Agreement; provided, however, that such
information may be disclosed as required by law and may be given in confidence
to your spouse, tax and financial advisors, or to a financial institution to
the extent that such information is necessary to secure a loan.


 


14.           Payment of Taxes.   The Company may from time to time require
you to pay to the Company (or an Affiliate if you are an employee of an
Affiliate) the amount that the Company deems necessary to satisfy the Company’s
or its Affiliate’s current or future obligation to withhold federal,
provincial, state or local income or other taxes that you incur as a result of
the Award. With respect to any required tax withholding, unless another
arrangement is permitted by the Company in its discretion, the Company shall
withhold from the shares of Common Stock to be issued to you the number of
shares necessary to satisfy the Company’s obligation to withhold taxes, that
determination to be based on the shares’ Fair Market Value at the time as of
which such determination is made. In the event the Company subsequently
determines that the aggregate Fair Market Value of any shares of Common Stock
withheld as payment of any tax withholding obligation is insufficient to
discharge that tax withholding


 


7

















 


obligation,
then you shall pay to the Company, immediately upon the Company’s request, the
amount of that deficiency.


 


15.           Right of the Company and Affiliates
to Terminate Your Employment.    Nothing contained in this Agreement shall
confer upon you the right to continue in the employ of the Company or any
Affiliate, or interfere in any way with the rights of the Company or any
Affiliate to terminate your employment at any time.


 


16.           No Liability for Good Faith
Determinations.    Neither
the Company nor the members of the Board and the Committee shall be liable for
any act, omission or determination taken or made in good faith with respect to
this Agreement or the Performance Units granted hereunder.


 


17.           No Guarantee of Interests.    The Board, the Committee and the Company do
not guarantee the Common Stock of the Company from loss or depreciation.


 


18.           Company Records.     Records of the Company or its Affiliates
regarding your period of employment, termination of employment and the reason
therefore, leaves of absence, re-employment, and other matters shall be
conclusive for all purposes hereunder, unless determined by the Company to be
incorrect.  You hereby consent to the
exchange of information and documents between you and the Company (including
the Committee or the Board) and any third party service provider retained by
the Company to assist with the administration of the Plan including any
Performance Units granted to you under this Agreement (the “Service Provider”),
which information may include personal information as defined under applicable
privacy laws. You further agree to provide the Company and where necessary, the
Service Provider, with all information (including personal information) as may
be reasonably required to administer your Award, this Agreement and the Plan
and you agree to the collection, use and disclosure of all such information by
and between yourself, the Company, your employer (if you are employed by an
Affiliate) and/or any Service Provider, as applicable. You also understand that
the Company, the Committee, the Board, your employer (if you are employed by an
Affiliate) may, from time to time, disclose personal information about you in
accordance with applicable law.


 


19.           Severability.    If any provision of this Agreement is held
to be illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions hereof, but such provision shall be fully
severable and this Agreement shall be construed and enforced as if the illegal
or invalid provision had never been included herein.


 


20.           Notices.   Whenever any notice is required or permitted
hereunder, such notice must be in writing and personally delivered or sent by
mail. Any such notice required or permitted to be delivered hereunder shall be
deemed to be delivered on the date on which it is personally delivered, or,
whether actually received or not, on the third business day following the date
of mailing, addressed to the person who is to receive it at the address which
such person has theretofore specified by written notice delivered in accordance
herewith. The Company or you may change, at any time and from time to time, by
written notice to the other, the address which it or you had previously
specified for receiving notices.


 


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The
Company and you agree that any notices shall be given to the Company or to you
at the following addresses:


 


Company:              Forest Oil
Corporation


Attn: Corporate Secretary


707 17th Street, Suite 3600


Denver, Colorado 80202


 


Holder:                   At your current
address as shown in the Company’s records.


 


21.           Waiver of Notice.   Any person entitled to notice hereunder may
waive such notice in writing.


 


22.           Successor.    This Agreement shall be binding upon you,
your legal representatives, heirs, legatees and distributees, and upon the
Company, its successors and assigns.


 


23.           Headings.   The titles and headings of Sections and
paragraphs are included for convenience of reference only and are not to be
considered in construction of the provisions hereof.


 


24.           Governing Law.  All questions arising with respect to the
provisions of this Agreement shall be determined by application of the laws of
the State of New York except to the extent New York law is preempted by federal
law. The obligation of the Company to sell and deliver Common Stock hereunder
is subject to applicable laws and to the approval of any governmental authority
required in connection with the authorization, issuance, sale, or delivery of
such Common Stock.


 


25.           Execution of Receipts and
Releases.    Any
payment of cash or any issuance or transfer of shares of Common Stock or other
property to you, or to your legal representative, heir, legatee or distributee,
in accordance with the provisions hereof, shall, to the extent thereof, be in
full satisfaction of all claims of such persons hereunder. The Company may
require you or your legal representative, heir, legatee or distributee, as a
condition precedent to such payment or issuance, to execute a release and
receipt therefore in such form as it shall determine.


 


26.           Amendment.     This Agreement may be amended at any time
unilaterally by the Company provided that such amendment is consistent with all
applicable laws and does not reduce any rights or benefits you have accrued
pursuant to this Agreement. This Agreement may also be amended at any time
unilaterally by the Company to the extent the Company believes in good faith
that such amendment is necessary or advisable to bring this Agreement into
compliance with any applicable laws, including Section 409A of the Code.


 


27.           The Plan.     This Agreement is subject to all the
terms, conditions, limitations and restrictions contained in the Plan.


 


28.           Agreement Respecting Securities
Act.   You represent and agree that
you will not sell the Common Stock that may be issued to you pursuant to your
Performance Units except


 


9

















 


pursuant
to an effective registration statement under the Securities Act or pursuant to
an exemption from registration under the Securities Act (including Rule 144).


 


29.           No Shareholder Rights.   The Performance Units granted pursuant to
this Agreement do not and shall not entitle you to any rights as a shareholder
of Common Stock until such time as you receive shares of Common Stock pursuant
to this Agreement. Your rights with respect to the Performance Units shall
remain forfeitable at all times prior to the date on which rights become earned
in accordance with this Agreement.


 


If
you accept this Performance Unit Award Agreement and agree to its terms and
conditions, please so confirm by signing and returning the duplicate of this
Agreement enclosed for that purpose.


 


	
   

  	
  Very
  Truly Yours,

  
	
   

  	
   

  
	
   

  	
  FOREST
  OIL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED
  AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  



 


10

















 


Appendix A


 


Determination of Performance
Units Earned


 


Peer Companies:                                   Newfield Exploration Company


Pioneer Natural Resources


St. Mary Land &
Exploration Company


SandRidge Energy


Exco Resources, Inc.


Petrohawk Energy Corporation


Cimarex Energy Company


Range Resources Corporation


Cabot Oil & Gas
Corporation


Comstock Resources, Inc.


Plains Exploration &
Production Company


Quicksilver Resources, Inc.


 


If
during the Performance Period the number of companies qualifying as Peer
Companies for the Performance Period becomes less than seven, the Committee
shall, in good faith, determine the percentage of the Performance Units earned
in a manner consistent with the requirements to qualify the Performance Units
as performance-based compensation exempt from the limitations imposed by Section 162(m) of
the Code.


 


Percentage of Initial Performance Units Earned:


 


	
  The

  Company’s

  Rank Among

  	
   

  	
  No. of Peer Companies

  	
   

  
	
  Peers

  	
   

  	
  12

  	
   

  	
  11

  	
   

  	
  10

  	
   

  	
  9

  	
   

  	
  8

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  200

  	
  %

  	
  200

  	
  %

  	
  200

  	
  %

  	
  200

  	
  %

  	
  200

  	
  %

  	
  200

  	
  %

  
	
  2

  	
   

  	
  200

  	
  %

  	
  200

  	
  %

  	
  200

  	
  %

  	
  200

  	
  %

  	
  175

  	
  %

  	
  167

  	
  %

  
	
  3

  	
   

  	
  200

  	
  %

  	
  200

  	
  %

  	
  175

  	
  %

  	
  175

  	
  %

  	
  150

  	
  %

  	
  133

  	
  %

  
	
  4

  	
   

  	
  175

  	
  %

  	
  175

  	
  %

  	
  150

  	
  %

  	
  150

  	
  %

  	
  125

  	
  %

  	
  100

  	
  %

  
	
  5

  	
   

  	
  150

  	
  %

  	
  150

  	
  %

  	
  125

  	
  %

  	
  125

  	
  %

  	
  100

  	
  %

  	
  75

  	
  %

  
	
  6

  	
   

  	
  125

  	
  %

  	
  125

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  75

  	
  %

  	
  50

  	
  %

  
	
  7

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  75

  	
  %

  	
  75

  	
  %

  	
  50

  	
  %

  	
  25

  	
  %

  
	
  8

  	
   

  	
  75

  	
  %

  	
  75

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  25

  	
  %

  	
  0

  	
  %

  
	
  9

  	
   

  	
  50

  	
  %

  	
  50

  	
  %

  	
  25

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
   

  	
   

  
	
  10

  	
   

  	
  25

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  0

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


11

















 


Adjustment Rules:


 


Notwithstanding
the table above, the following additional rules shall apply in determining
the Percentage of Initial Performance Units Earned under the applicable table:


 


1.             If the Total Shareholder
Return of one or more Peer Companies included in the applicable table above is
within one percentage point of the Company’s Total Shareholder Return, then
such table shall be applied by averaging the percentages that would apply under
such table based on the Company’s actual rank against the Peer Companies and as
if the Company’s ranking was switched with each such Peer Company that is
within such one percentage point range;


 


2.             If the Company’s Total
Shareholder Return is negative, then the percentage shall be the lesser of (a) 100%
or (b) the percentage determined under the table above (determined after
adjustment pursuant to clauses 1 and 2 of this paragraph, as applicable).


 


12