Exhibit 10.2


 


WJ COMMUNICATIONS, INC.


 


PERFORMANCE ACCELERATED
RESTRICTED STOCK UNIT AGREEMENT


 


THIS PERFORMANCE ACCELERATED RESTRICTED STOCK UNIT
AGREEMENT (“Agreement”)
dated as of this           
day of August, 2006 between WJ Communications, Inc., a Delaware
corporation (the “Company”), and
[                 ]
(the “Employee”), who is presently an
employee of WJ Communications, Inc.


 


WHEREAS, the Company adopted the
WJ Communications, Inc. Amended  and
Restated 2000 Stock Incentive Plan (the “Plan”) in order
to provide officers, employees and non-employee directors with additional
incentives to achieve long-term corporate objectives; and


 


WHEREAS, pursuant to the Plan,
the Compensation Committee of the Company’s Board of Directors has decided to
award Performance Accelerated Restricted Stock Units to the Employee on the
terms and conditions set forth in this Agreement;


 


NOW, THEREFORE, in order to
implement the foregoing and in consideration of the mutual representations,
warranties, covenants and agreements contained herein, the parties hereto agree
as follows:


 


1.                                      Definitions.


 


As used in this
Agreement, the following terms shall have the meanings ascribed to them below. Any
capitalized term used in this Agreement and not defined herein shall have the
meaning ascribed to it in the Plan.


 


“Acquisition”
shall have the meaning set forth in Section 9.2.


 


“Beneficiary”
shall have the meaning set forth in Section 5.2.


 


“Change in Control”
shall have the meaning set forth in Section 3.3.


 


“Code” shall mean the Internal
Revenue Code of 1986, as amended to date.


 


“Common Stock”
shall mean the Common Stock, par value of $0.01 per share, of the Company.


 


“Grant Date”
shall have the meaning set forth in Section 2.2.


 


“MBOs” means the
individual Management Business Objectives set for the Employee at the outset of
the Performance Period.


 


“Performance Period”
shall mean any of the 6-fiscal month periods ending on or about December 31,
2006, July 1, 2007, December 31, 2007, July 6, 2008, December 31,
2008, July 5, 2009 and December 31, 2009 (or such other semi-annual
periods ending with the last day of a second fiscal quarter or a fiscal year as
may be used in the Company’s financial reporting)


 

















 


for which the Board of Directors or Compensation
Committee has set corporate performance targets to be used for purposes of the
Company’s bonus plan.


 


“Permanent Disability”
means a medically determinable physical or mental impairment which renders the
Employee unable to engage in any substantial gainful activity which can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months.


 


“Restricted Stock Unit”
shall mean the unfunded right of the Employee to receive a share of Common
Stock on the date(s) specified herein. Restricted Stock Units do not constitute
issued and outstanding shares of Common Stock for any corporate purposes and do
not confer on the Employee any right to vote on matters that are submitted to a
vote of holders of Common Stock.


 


“Specified Employee” shall have
the meaning set forth in Section 4.4.


 


In addition, certain other terms used herein have
definitions otherwise ascribed to them herein or in the terms of the Plan.


 


2.                                      Grant
of Performance-Accelerated Restricted Stock Units.


 


The Company hereby grants to the Employee as of August 10,
2006 (the “Grant Date”) a total of [                     ]
Performance-Accelerated Restricted Stock Units (the “Restricted
Stock Units”), each representing the right to receive one share of
Common Stock, subject to the vesting schedule and other terms and
conditions set forth below, and in reliance upon the representations and
covenants of the Employee set forth below. The Employee shall not be required
to provide the Company with any payment (other than his past and future services
to the Company) in exchange for such Restricted Stock Units.


 


The
Employee shall not have the rights and privileges of a stockholder of the
Company with respect to the shares covered by Restricted Stock Units, including
voting rights and the right to receive dividends paid with respect to the
shares, until such time or times as these Restricted Stock Units may vest
under Section 3 or any other provision of this Agreement.


 


3.                                      Vesting
Schedule.


 


3.1                                 Vesting.
Except to the extent that some or all of the Restricted Stock Units granted to
the Employee hereunder have vested at an earlier date pursuant to Sections 3.2
or 3.3 below, the  Restricted Stock Units
shall vest on August 10, 2010, if and only if the Employee has continued
to be actively employed by the Company through that date.


 


3.2                                 Performance-Based
Acceleration of Vesting. Notwithstanding the preceding Section 3.1,
if, and only if, the following conditions have been satisfied by the end of any
Performance Period, a portion of the Restricted Stock Units granted to the
Employee under this Agreement, not to exceed 18.75 percent of the Restricted
Stock Units granted under Section 2 above, shall become vested effective
as of the last day of the Performance Period:


 


2

















 


(a)                                  The
Employee has continued in employment with the Company or any of its affiliates
through the last day of the Performance Period and has continuously been so
employed since the Date of Grant; and


 


(b)                                 The
Board of Directors or the Compensation Committee of the Board has certified
that the Company’s financial performance during the Performance Period exceeds
the business performance targets set by the 
Compensation Committee as the threshold level for performance bonuses
for that Performance Period. The relevant business performance targets set by
the Compensation Committee shall be set forth on the attached Exhibit A,
as it may be amended from time to time; and


 


(c)                                  During
the Performance Period, the Employee has achieved at least a 50.0 percent level
of performance with respect to the overall Management Business Objectives set
for the Employee for the Performance Period and the Corporate Performance
percentage (adjusted by the MBO Modifier described in Paragraph (3) below)
is at least equal to the 50.0 percent threshold described below.


 


If these conditions have been satisfied for any
Performance Period, the Company shall determine the portion of the Restricted
Stock Units granted to the Employee under this Agreement that shall become
vested on an accelerated basis as of the last day of the Performance Period in
the following manner.


 


(1)                                  The
Board or Compensation Committee shall compare the Company’s actual financial
performance for the Performance Period with the financial performance targets
established for the Performance Period, certify whether the threshold level of
Corporate Performance has been met and the Corporate Performance percentage (0
percent to 150 percent) realized during the Performance Period;


 


(2)                                  If
the Corporate Performance percentage for the Performance Period is less than
50.0 percent, none of the Employee’s Restricted Stock Units shall become vested
on an accelerated basis for that Performance Period.


 


(3)                                  If
the Corporate Performance percentage for the Performance Period equals or
exceeds the 50.0 percent threshold level but is less than 150.0 percent, the
Corporate Performance percentage shall be adjusted by adding (or subtracting) a
MBO Modifier derived from the Employee’s individual MBO Performance Percentage
for the Performance Period as follows:


 


3

















 




	
  MBO

  	
   

  	
  MBO

  
	
  Performance Percentage

  	
   

  	
  Modifier

  
	
  150.0%

  	
   

  	
  15

  
	
  125.0%

  	
   

  	
  10

  
	
  100.0%

  	
   

  	
  5

  
	
  75.0%

  	
   

  	
  0

  
	
  50.0%

  	
   

  	
  -5

  
	
  Less
  than 50.0%

  	
   

  	
  No
  vesting

  






 


If the Employee’s MBO Performance percentage is more than 50.0 percent
but less than 150.0 percent, and is not exactly 75.0 percent, 100.0 percent or
125.0 percent, the Employee’s MBO Modifier shall be determined by interpolating
on a straight line basis between an MBO Modifier of -5 at 50.0 percent MBO
Performance percentage and an MBO Modifier of 15 at the maximum MBO Performance
percentage of 150.0 percent.


 


(4)                                  If
the Corporate Performance percentage for the Performance Period (after any
adjustment for the Employee’s MBO Modifier, as described in Paragraph (3) above)
is less than 50.0 percent, none of the Employee’s Restricted Stock Units shall
become vested on an accelerated basis for that Performance Period.


 


(5)                                  If
the Corporate Performance percentage for the Performance Period (after any adjustment
for the MBO Modifier, as described in Paragraph (3) above) is 50.0
percent, 6.25 percent of the Employee’s Restricted Stock Units shall become
vested on an accelerated basis for that Performance Period (or, if less, the
number of Restricted Stock Units remaining unvested);


 


(6)                                  If
the Corporate Performance percentage for the Performance Period (after any
adjustment for the MBO Modifier, as described in Paragraph (3) above) is
150.0 percent or higher, the number of Restricted Stock Units which may become
vested on an accelerated basis shall be equal to 18.75 percent of the
Restricted Stock Units granted to the Employee under this Agreement (or, if
less, the number of Restricted Stock Units remaining unvested);


 


(7)                                  If
the Company’s Corporate Performance for the Performance Period (as increased or
decreased by the MBO modifier), exceeds the 50.0 percent threshold but is less
than 150.0 percent, the Company shall calculate the exact percentage of the
Employee’s Restricted Stock Units which shall become vested on an accelerated
basis by interpolating the appropriate percentage for the Corporate Performance
percentage (as adjusted for the Employee’s MBO modifier) achieved for the
Performance Period as shown in the Company’s performance/award level matrix (a
copy of which is attached as Exhibit B) by interpolating (on a straight
line) between 6.25 percent of the Restricted Stock Units at a Corporate
Performance percentage of 50.0 percent and a maximum vesting percentage of
18.75 percent of the Restricted Stock Units (at a Corporate Performance
percentage of 150 percent)(or, if less, the number of Restricted Stock Units
remaining unvested).


 


4

















 


In no event shall the number of Restricted Stock Units
that vest with respect to any Performance Period exceed 18.75 percent of the
total number of Restricted Stock Units granted to the Employee under this
Agreement.


 


To the extent that any of the Restricted Stock Units
granted under this Agreement do not vest on an accelerated basis for one
Performance Period, those Restricted Stock Units may become vested at a
later date under Section 3.1 above, or as a result of performance during a
subsequent Performance Period.


 


3.3                                 Vesting
on Change in Control. Notwithstanding Section 3.1, in the event of a
Change in Control, all of the Restricted Stock Units shall become vested
immediately, as of the date of the Change in Control. For the purposes of this
Agreement, a “Change in Control” shall mean 
(i) the acquisition by any “person” as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), other than a current shareholder or affiliate of
such shareholder or the Company, of stock of the Company representing more than
fifty percent (50%) of the combined voting power of the Company’s stock; (ii) a
merger or consolidation of the Company with any other person (other than an
affiliate), other than a merger or consolidation which would result in the
voting stock of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
interests of the surviving entity) more than fifty percent (50%) of the
surviving entity’s outstanding combined voting power immediately after such
merger or consolidation; provided, however, that a merger or consolidation
effected to implement a recapitalization of the Company (or similar
transaction) in which no person acquires more than fifty percent (50%) of the
combined voting stock of the Company’s then outstanding interests shall not
constitute a Change in Control; (iii) the approval by stockholders of the
Company, or if stockholder approval is not required, approval by the Board, of
a plan of complete liquidation or dissolution of the Company or the sale or
disposition by the Company of all or substantially all of the Company’s assets
(in all cases other than the sale, transfer or disposition of all or
substantially all of the assets of the Company to an affiliate); or (iv) a
change in the composition of the Board during any 12-month period, as a result
of which fewer than a majority of the directors are Incumbent Directors. “Incumbent
Directors” shall mean directors who either (A) are directors of the
Company as of the date hereof, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of
those directors whose election or nomination was not in connection with any
transactions described in subsections (i), (ii), or (iii) or in connection
with an actual or threatened proxy contest relating to the election of
directors of the Company.


 


4.                                      Delivery
of Shares Upon Vesting of Restricted Stock Units.


 


4.1                                 Issuance
of Shares Upon Vesting. Subject to the terms and provisions of the Plan and
this Agreement, wherever any or all of the Restricted Stock Units become vested
under Section 3, the Company shall issue or transfer to the Employee the
number of shares of Common Stock covered by those Restricted Stock Units
vesting on such date, provided that, except as specified in Section 3.3
above, the vesting of such Restricted Stock Units shall occur only if the
Employee has continued in employment of the Company or any of its affiliates
through the vesting date and has continuously been so employed since the Date
of Grant. If these conditions are satisfied, the Company shall issue the shares
to the Employee as promptly as may be practical after the date on which
the Restricted Stock Units became vested, but in no later


 


5

















 


than seventy-five (75) days after the end of the
calendar year which includes the vesting date.


 


4.2                                 Restricted
Stock Units Extinguished. Upon each issuance of shares of Common Stock in
accordance with Section 4.1, a number of Restricted Stock Units equal to
the number of shares of Common Stock issued (before any withholding of shares
pursuant to Section 6 below) to the Employee shall be extinguished and
such number of Restricted Stock Units shall no longer be considered to be held
by the Employee for any purpose.


 


4.3                                 Fractional
Shares. Upon any vesting of Restricted Stock Units pursuant to Section 3.2
of this Agreement, the Company shall have no obligation to issue any fractional
share of Common Stock to the Employee. The number of shares of Common Stock to
be issued to the Employee shall be rounded down to the nearest whole number of
shares.


 


4.4                                 Section 409A.
Notwithstanding anything else contained in this Agreement, no shares of Common
Stock shall be issued or transferred to an Employee before the first date on
which a payment could be made without subjecting the Employee to tax under the
provisions of Section 409A of the Code. In particular, in the event any
Restricted Stock Units vest solely as a result of the Employee’s retirement or
other termination of Employment, and the Employee is a Specified Employee at
the time of such termination of Employment, no shares of Common Stock shall be
issued to the Employee until at least six (6) months after the date of his
termination of employment with the Company.


 


For this purpose, “Specified Employee” shall mean any
person who is a “key employee” of the Company within the meaning of Code section 416(i) (without
regard to Paragraph (5) thereof) at any time during the 12 months
preceding the last day of the prior calendar year. This shall include any
Participant who is (i) a 5-percent owner of the Company’s common stock, or
(ii) an officer of the Company with annual compensation from the Company
of $130,000 or more, or (iii) a 1-percent owner of Company’s common stock
with annual compensation from the Company of $150,000 or more (or such higher
annual limit as may be in effect for years subsequent to 2005 pursuant to
indexing Section 416(i) of the Code).


 


5.                                      Termination
of Employment.


 


5.1                                 If
the Employee’s employment with the Company is involuntarily terminated, whether
for Cause or otherwise, or if the Employee voluntarily terminates his
employment with the Company (other than after a Change in Control, as described
in Section 3.3 above) before all of the Restricted Stock Units granted
hereunder have become vested, those Restricted Stock Units that remain unvested
shall be forfeited.


 


5.2                                 If
the termination of the Employee’s employment occurs as a result of the Employee’s
death,  the Restricted Stock Units
remaining unvested under this Agreement shall not be forfeited but shall become
fully vested immediately, and the Company shall issue to the Employee’s
designated Beneficiary the number of shares of Common Stock covered by those
Restricted Stock Units (subject to any applicable tax withholding under Section 6
below). The Employee’s designated Beneficiary shall be the individual named on
the most recent beneficiary designation form filed with the Company for
this purpose, or, if no such form has been filed, the person the Employee
has named as his or her beneficiary under the Company’s group life insurance
program.


 


6

















 


5.3                                 If
the Company determines to the satisfaction of the Compensation Committee that
the termination of the Employee’s employment occurred as a result of the
Employee’s Permanent Disability (as defined in Section 1 above), the
Restricted Stock Units remaining unvested under this Agreement shall not be
forfeited but shall become fully vested immediately, and the Company shall
issue to the Employee the number of shares of Common Stock covered by those
Restricted Stock Units (subject to any applicable tax withholding under Section 6
below).


 


6.                                      Tax
Withholding.


 


Whenever
shares are issued to the Employee with respect to some or all of the Restricted
Stock Units under the terms of this Agreement, the Company shall notify the
Employee of the amount of tax that must be withheld by the Company under all
applicable federal, state and local tax laws. The Employee agrees to make
arrangements with the Company to (a) authorize the withholding of the
necessary portion of the shares of Common Stock that would otherwise be issued
to him at that time pursuant to Section 4.1 of this Agreement, (b) authorize
the deduction of the required amount from the Employee’s regular cash
compensation from the Company, (c) remit the required amount to the
Company in cash, (d) deliver to the Company shares of Common Stock
currently held by the Employee for at least six (6) months, with a value
equal to the required amount, or (e) otherwise provide for payment of the
required amount in a manner satisfactory to the Company.


 


The
obligations of the Company to issue shares under this Agreement shall be
conditional on such payment or arrangements, and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Employee. The Committee may establish such
procedures as it deems appropriate, including making irrevocable elections, for
the settlement of withholding obligations with Common Stock.


 


7.                                      Transferability
of Restricted Stock Units.


 


The Employee shall not be permitted to sell, assign,
transfer, pledge or otherwise encumber any Restricted Stock Units granted under
this Agreement.


 


8.                                      Employee’s
Representations, Warranties and Agreements.


 


In connection with any issuance of shares of Common
Stock covered by Restricted Stock Units, the Employee shall make to the
Company, in writing, such representations, warranties and agreements in
connection with such exercise and investment in shares of Common Stock as the
Committee shall reasonably request.


 


9.                                      Successors.


 


9.1                                 This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.


 


7

















 


9.2                                 The
Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise (an “Acquisition”))
to all or substantially all of the business and/or assets of the Company
expressly to assume and to agree to perform this Agreement in the same
manner and to the same extent that the Company would have been required to perform it
if no such succession had taken place (or by substituting for such Restricted
Stock Units new Restricted Stock Units, based upon the stock of such successor,
having the same vesting schedule as the vesting schedule for
Restricted Stock Units under Section 3 above immediately before such
substitution), and the Employee hereby agrees to such assumption (or
substitution); provided, however, that the Company or such
successor may, at its option, at the time of or promptly after such
Acquisition, terminate all of its obligations hereunder with respect to the
Restricted Stock Units by paying to the Employee or the Employee’s successors
or assigns an amount equal to the product of (i) the number of Restricted
Stock Units and (ii) the Fair Market Value per share of the shares
underlying such Restricted Stock Units at the time of such Acquisition in
exchange for the Employee’s Restricted Stock Units. As used in this Agreement,
the “Company” shall mean both the Company as
defined above and any such successor that assumes and agrees to perform this
Agreement, by operation of law or otherwise.


 


10.                               Miscellaneous.


 


10.1                           This
Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of California, without regard to the principles of
conflicts of law thereof. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified except by a written agreement executed by the parties
hereto or their respective successors and legal representatives.


 


10.2                           All
notices and other communications under this Agreement shall be in writing and
shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed if to the
Employee, at the address set forth on the signature page hereto, and if to
the Company: WJ Communications, Inc., 401 River Oaks Parkway, San Jose, CA
95134, or to such other addresses as either party furnishes to the other in
writing in accordance with this Section 6.2. Notices and communications
shall be effective when actually received by the addressee.


 


10.3                           The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.


 


10.4                           The
Employee’s or the Company’s failure to insist upon strict compliance with any
provision of, or to assert any right under, this Agreement shall not be deemed
to be a waiver of such provision or right or of any other provision of or right
under this Agreement.


 


10.5                           The
Restricted Stock Units are granted pursuant to the Plan which is incorporated
herein by reference and the Restricted Stock Units shall, except as otherwise
expressly provided herein, be governed by the terms thereof. The Employee
hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all
the terms and provisions thereof. The Employee and the Company each acknowledge
that this Agreement (together with the Plan and the other agreements referred
to herein and therein) constitutes the


 


8

















 


entire agreement and supersedes all other agreements
and understandings, both written and oral, among the parties or either of them,
with respect to the subject matter hereof.


 


[THE REMAINDER OF
THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


9

















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.


 


	
   

  	
  WJ
  COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  Accepted:

  	
   

  	
   

  
	
   

  	
  Print name:

  
	
   

  	
  Current address:

  
					



 


10

















 


Exhibit A


Performance Objectives for
Accelerated Vesting of


Restricted Stock Units


 


(to be updated at the Beginning of
each Performance Period


to reflect the new Corporate
Objectives)


 


Corporate Objective(s)


 


 


	
  6-Month

  Fiscal

  Perf.

  Period

  Ending

  On or

  About

  	
   

  	
  ITEM

  	
   

  	
  MEASUREMENT

  	
   

  	
  WEIGHTING

  	
   

  	
  50%

  	
   

  	
  100%

  	
   

  	
  150%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12/31/06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7/1/07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12/31/07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7/6/08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


11

















 


	
  12/31/08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7/5/09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12/31/09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


12

















 


Exhibit B


WJ Communications - PARSUs


Performance/Award Matrix


 





 


13

















 


	
   

  	
   

  	
  Corporate Performance Achieved

  	
   

  
	
  Individual MBO Performance Achieved

  	
   

  	
  <50%

  	
   

  	
  50%

  	
   

  	
  75%

  	
   

  	
  100%

  	
   

  	
  125%

  	
   

  	
  150%

  	
   

  	
  >150%

  	
   

  
	
  <50%

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  
	
  50%

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  70

  	
  %

  	
  95

  	
  %

  	
  120

  	
  %

  	
  145

  	
  %

  	
  145

  	
  %

  
	
  75%

  	
   

  	
  0

  	
  %

  	
  50

  	
  %

  	
  75

  	
  %

  	
  100

  	
  %

  	
  125

  	
  %

  	
  150

  	
  %

  	
  150

  	
  %

  
	
  100%

  	
   

  	
  0

  	
  %

  	
  55

  	
  %

  	
  80

  	
  %

  	
  105

  	
  %

  	
  130

  	
  %

  	
  150

  	
  %

  	
  150

  	
  %

  
	
  125%

  	
   

  	
  0

  	
  %

  	
  60

  	
  %

  	
  85

  	
  %

  	
  110

  	
  %

  	
  135

  	
  %

  	
  150

  	
  %

  	
  150

  	
  %

  
	
  150%

  	
   

  	
  0

  	
  %

  	
  65

  	
  %

  	
  90

  	
  %

  	
  115

  	
  %

  	
  140

  	
  %

  	
  150

  	
  %

  	
  150

  	
  %

  
	
  >150%

  	
   

  	
  0

  	
  %

  	
  65

  	
  %

  	
  90

  	
  %

  	
  115

  	
  %

  	
  140

  	
  %

  	
  150

  	
  %

  	
  150

  	
  %

  



 


Performance Period Example


Number of shares to vest based on an
award of 8,000 options


 


	
   

  	
   

  	
  Corporate Performance Achieved

  	
   

  
	
  Individual MBO Performance Achieved

  	
   

  	
  <50%

  	
   

  	
  50%

  	
   

  	
  75%

  	
   

  	
  100%

  	
   

  	
  125%

  	
   

  	
  150%

  	
   

  	
  >150%

  	
   

  
	
  <50%

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  50%

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  700

  	
   

  	
  950

  	
   

  	
  1,200

  	
   

  	
  1,450

  	
   

  	
  1,450

  	
   

  
	
  75%

  	
   

  	
  0

  	
   

  	
  500

  	
   

  	
  750

  	
   

  	
  1,000

  	
   

  	
  1,250

  	
   

  	
  1,500

  	
   

  	
  1,500

  	
   

  
	
  100%

  	
   

  	
  0

  	
   

  	
  550

  	
   

  	
  800

  	
   

  	
  1,050

  	
   

  	
  1,300

  	
   

  	
  1,500

  	
   

  	
  1,500

  	
   

  
	
  125%

  	
   

  	
  0

  	
   

  	
  600

  	
   

  	
  850

  	
   

  	
  1,100

  	
   

  	
  1,350

  	
   

  	
  1,500

  	
   

  	
  1,500

  	
   

  
	
  150%

  	
   

  	
  0

  	
   

  	
  650

  	
   

  	
  900

  	
   

  	
  1,150

  	
   

  	
  1,400

  	
   

  	
  1,500

  	
   

  	
  1,500

  	
   

  
	
  >150%

  	
   

  	
  0

  	
   

  	
  650

  	
   

  	
  900

  	
   

  	
  1,150

  	
   

  	
  1,400

  	
   

  	
  1,500

  	
   

  	
  1,500

  	
   

  



 


14