For example, assume that the Committee grants an employee a performance based
compensation award under the Plan that is contingent upon achieving Performance
Goal A and Performance Goal B, weighting the importance of the goals equally as
50% and 50%, respectively. The Committee establishes Threshold, Target and
Maximum Milestones for each Goal. The Final Performance Factor assigned for
achieving the threshold, target and maximum performance standards are 3⁄4, 1 and
2, respectively. Finally, assume that the employee is awarded 2,000 Performance
Units with a Target Value of $100, is continuously employed by the Company
throughout the Performance Period and achieves the Maximum Milestone for
Performance Goal A, and precisely halfway between the Target and Maximum
Milestones for Performance Goal B. The total amount payable to the employee
under the award is $250,000, which is determined as follows:
.The amount
payable to the employee with respect to Performance Goal A is $100,000 (50%
(Performance Goal Percentage) x 2,000 (Performance Units) x $100 (Performance
Unit Value) x 1 (Final Performance Factor) = $160,000), and the amount payable
to the employee with respect to Performance Goal B is $180,000 (50% (Performance
Goal Percentage) x 2000 (Performance Units) x $100 (Target Value) x 1.5 (Final
Performance Factor)= $150,000).
2.5
IF THE THRESHOLD MILESTONE IS NOT ACHIEVED DURING THE PERFORMANCE
PERIOD, THEN THE AWARD PURSUANT TO THIS AGREEMENT SHALL LAPSE AND BE FORFEITED
AS OF THE LAST DAY OF THE PERFORMANCE PERIOD.
2.6
THE COMMITTEE'S DETERMINATIONS WITH RESPECT TO THE PERFORMANCE
PERIOD FOR PURPOSES OF THIS AGREEMENT SHALL BE BINDING UPON ALL PERSONS. THE
COMMITTEE MAY NOT INCREASE THE AMOUNT PAYABLE UNDER THIS AGREEMENT.
3.
PAYMENT. [THE COMPANY, ON BEHALF OF THE EMPLOYER, SHALL CAUSE THE
SHARES TO BE ISSUED] [ANY AMOUNT PAYABLE TO YOU PURSUANT TO THIS AGREEMENT WILL
BE PAID] TO YOU [BY THE EMPLOYER] ON
, 20
[(THE
"PAYMENT DATE")] UNLESS OTHERWISE PROVIDED UNDER THIS AGREEMENT. [THE SHARES
THAT MAY BE ISSUED TO YOU UNDER THIS AGREEMENT][SUCH PAYMENT] WILL BE
[ISSUED][MADE] TO YOU IN EXCHANGE FOR THE PERFORMANCE UNITS AND THEREAFTER YOU
SHALL HAVE NO FURTHER RIGHTS WITH RESPECT TO SUCH PERFORMANCE UNITS OR THE
AGREEMENT.
[Upon the issuance of Shares pursuant to this Agreement, such Shares shall be
transferable by you (except to the extent that any proposed transfer would, in
the opinion of counsel satisfactory to the Company, constitute a violation of
applicable federal or state securities law).]
4.
SEPARATION FROM SERVICE. THE FOLLOWING PROVISIONS WILL APPLY IN
THE EVENT YOU SEPARATE FROM SERVICE
WITH THE COMPANY AND ALL AFFILIATES
(COLLECTIVELY, THE "COMPANY GROUP"), BEFORE THE LAST DAY OF THE PERFORMANCE
PERIOD.
4.1
SEPARATION FROM SERVICE GENERALLY. EXCEPT AS SPECIFIED IN SECTIONS
4.2 THROUGH 4.4 BELOW, IF YOU SEPARATE FROM SERVICE WITH THE COMPANY GROUP ON OR
BEFORE THE LAST DAY OF THE PERFORMANCE PERIOD, ALL OF YOUR RIGHTS IN THE
AGREEMENT, INCLUDING ALL RIGHTS TO THE PERFORMANCE UNITS GRANTED TO YOU, WILL
LAPSE AND BE COMPLETELY FORFEITED ON THE DATE OF YOUR SEPARATION FROM SERVICE.
4.2
PERMANENT DISABILITY. NOTWITHSTANDING