7.4
EXERCISE AND PAYMENT.
EXCEPT AS MAY OTHERWISE BE PROVIDED BY THE
COMMITTEE IN AN AWARD AGREEMENT, SARS SHALL BE EXERCISED BY THE DELIVERY OF A
WRITTEN NOTICE TO THE COMPANY, SETTING FORTH THE NUMBER OF SHARES WITH RESPECT
TO WHICH THE SAR IS TO BE EXERCISED.
PAYMENTS MADE IN CONNECTION WITH THE
EXERCISE OF A SAR SHALL BE MADE ON OR AS SOON AS ADMINISTRATIVELY PRACTICABLE
FOLLOWING THE EXERCISE DATE.
NO PAYMENT OF A SAR SHALL BE MADE UNLESS
APPLICABLE TAX WITHHOLDING REQUIREMENTS HAVE BEEN SATISFIED IN ACCORDANCE WITH
SECTION 16.1(A) OR OTHERWISE. ANY PAYMENT BY THE COMPANY IN RESPECT OF A SAR MAY
BE MADE IN CASH, SHARES, OTHER PROPERTY, OR ANY COMBINATION THEREOF, AS THE
COMMITTEE, IN ITS SOLE DISCRETION, SHALL DETERMINE.
7.5
GRANT LIMITATIONS.
THE COMMITTEE MAY AT ANY TIME IMPOSE ANY OTHER
LIMITATIONS UPON THE EXERCISE OF SARS WHICH IT DEEMS NECESSARY OR DESIRABLE IN
ORDER FOR THE GRANT TO QUALIFY FOR AN EXEMPTION FROM SECTION 16(B) OF THE
EXCHANGE ACT, AN EXEMPTION FROM CODE SECTION 162(M) OR TO ACHIEVE ANY OTHER
DESIRABLE TAX RESULTS FOR THE GRANTEE OR THE COMPANY.
SECTION 8.
PERFORMANCE UNITS
8.1
GRANT OF PERFORMANCE UNITS.
SUBJECT TO AND CONSISTENT WITH THE
PROVISIONS OF THE PLAN, PERFORMANCE UNITS MAY BE GRANTED TO ANY ELIGIBLE PERSON
IN SUCH NUMBER, AND UPON SUCH TERMS, AND AT ANY TIME AND FROM TIME TO TIME, AS
SHALL BE DETERMINED BY THE COMMITTEE.
PERFORMANCE UNITS SHALL BE EVIDENCED BY
AN AWARD AGREEMENT IN SUCH FORM AS THE COMMITTEE MAY APPROVE, WHICH SHALL
CONTAIN SUCH TERMS AND CONDITIONS NOT INCONSISTENT WITH THE PROVISIONS OF THE
PLAN AS SHALL BE DETERMINED FROM TIME TO TIME BY THE COMMITTEE.
IF ENTITLEMENT
TO PERFORMANCE UNITS IS CONDITIONED UPON THE ATTAINMENT OF PERFORMANCE GOALS IN
A PERFORMANCE PERIOD, THE PERFORMANCE PERIOD WILL NOT BE LESS THAN ONE YEAR.
8.2
VALUE/PERFORMANCE GOALS.
THE COMMITTEE SHALL SET PERFORMANCE
GOALS WHICH, DEPENDING ON THE EXTENT TO WHICH THEY ARE MET DURING A PERFORMANCE
PERIOD, WILL DETERMINE THE NUMBER OR VALUE OF PERFORMANCE UNITS THAT WILL BE
PAID TO THE GRANTEE AT THE END OF THE PERFORMANCE PERIOD.
TO THE EXTENT THE
COMMITTEE DEEMS IT APPROPRIATE TO COMPLY WITH SECTION 162(M) OF THE CODE, ALL
PERFORMANCE GOALS SHALL BE OBJECTIVE, AND SHALL BE BASED ON PERFORMANCE
MEASURES.
8.3
EARNING OF PERFORMANCE UNITS.
AFTER THE APPLICABLE PERFORMANCE
PERIOD HAS ENDED, THE HOLDER OF PERFORMANCE UNITS SHALL BE ENTITLED TO PAYMENT
BASED ON THE PERFORMANCE LEVEL ATTAINED WITH RESPECT TO PERFORMANCE GOALS SET BY
THE COMMITTEE AND AS DESCRIBED IN SECTION 8.2.
IF THE PERFORMANCE UNIT AWARD IS
INTENDED TO COMPLY WITH THE PERFORMANCE-BASED EXCEPTION, THE COMMITTEE SHALL
CERTIFY THE LEVEL OF ATTAINMENT OF THE PERFORMANCE GOALS IN WRITING BEFORE THE
AWARD IS SETTLED.
AT THE DISCRETION OF THE COMMITTEE, THE AWARD AGREEMENT MAY
SPECIFY THAT AN AWARD OF PERFORMANCE UNITS IS PAYABLE IN CASH, SHARES,
RESTRICTED STOCK, OR RESTRICTED STOCK UNITS.
8.4
ADJUSTMENT ON CHANGE OF POSITION.
IF A GRANTEE IS PROMOTED,
DEMOTED OR TRANSFERRED