Exhibit 10.1


 


US 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 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.


 


4.                                       Termination
of Employment.


 


(a)                                  Death or
Disability.  In the
event that your employment with the Company 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 (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.


 


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)


 


3

















 


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 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 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 when you incur a “separation from service” within
the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable
administrative guidance thereunder.


 


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


 


(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


 


4

















 


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.


 


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.


 


5

















 


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 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


 


6

















 


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, 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 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.


 


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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.


 


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 after it is
deposited in the United States mail, certified or registered, postage prepaid,
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.


 


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.


 


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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 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:

  	
   

  	
   

  



 


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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

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


10

















 


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).


 


11