AN INITIAL VALUE THAT IS ESTABLISHED BY THE ADMINISTRATOR ON OR BEFORE THE
DATE OF GRANT.
EACH PERFORMANCE SHARE WILL HAVE AN INITIAL VALUE EQUAL TO THE
FAIR MARKET VALUE OF A SHARE ON THE DATE OF GRANT.
(C)
PERFORMANCE OBJECTIVES AND OTHER TERMS.
THE ADMINISTRATOR WILL
SET PERFORMANCE GOALS OR OTHER VESTING PROVISIONS (INCLUDING, WITHOUT
LIMITATION, CONTINUED STATUS AS A SERVICE PROVIDER) IN ITS DISCRETION WHICH,
DEPENDING ON THE EXTENT TO WHICH THEY ARE MET, WILL DETERMINE THE NUMBER OR
VALUE OF PERFORMANCE UNITS/SHARES THAT WILL BE PAID OUT TO THE PARTICIPANT,
INCLUDING GRANTING AN AWARD OF PERFORMANCE UNITS AND PERFORMANCE SHARES SUBJECT
TO THE REQUIREMENTS OF SECTION 13.
THE ADMINISTRATOR MAY SET PERFORMANCE
OBJECTIVES BASED UPON THE ACHIEVEMENT OF COMPANY-WIDE, DIVISIONAL, OR INDIVIDUAL
GOALS, OR ANY OTHER BASIS DETERMINED BY THE ADMINISTRATOR IN ITS DISCRETION.
EACH AWARD OF PERFORMANCE UNITS/SHARES WILL BE EVIDENCED BY AN AWARD AGREEMENT
THAT WILL SPECIFY THE PERFORMANCE PERIOD, PERFORMANCE GOALS, ANY OTHER VESTING
PROVISIONS AND SUCH OTHER TERMS AND CONDITIONS AS THE ADMINISTRATOR, IN ITS SOLE
DISCRETION, WILL DETERMINE.
(D)
EARNING OF PERFORMANCE UNITS/SHARES.
AFTER THE APPLICABLE
PERFORMANCE PERIOD HAS ENDED, THE HOLDER OF PERFORMANCE UNITS/SHARES WILL BE
ENTITLED TO RECEIVE A PAYOUT OF THE NUMBER OF PERFORMANCE UNITS/SHARES EARNED BY
THE PARTICIPANT OVER THE PERFORMANCE PERIOD, TO BE DETERMINED AS A FUNCTION OF
THE EXTENT TO WHICH THE CORRESPONDING PERFORMANCE OBJECTIVES OR OTHER VESTING
PROVISIONS HAVE BEEN ACHIEVED.
AFTER THE GRANT OF A PERFORMANCE UNIT/SHARE, THE
ADMINISTRATOR, IN ITS SOLE DISCRETION, MAY REDUCE OR WAIVE ANY PERFORMANCE
OBJECTIVES OR OTHER VESTING PROVISIONS FOR SUCH PERFORMANCE UNIT/SHARE.
(E)
FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES.
PAYMENT
OF EARNED PERFORMANCE UNITS/SHARES WILL BE MADE AS SOON AS PRACTICABLE AFTER THE
EXPIRATION OF THE
15
APPLICABLE PERFORMANCE PERIOD AND ACHIEVEMENT OF THE PERFORMANCE CRITERIA AND
OTHER VESTING PROVISIONS.
THE ADMINISTRATOR, IN ITS SOLE DISCRETION, MAY PAY
EARNED PERFORMANCE UNITS/SHARES IN THE FORM OF CASH, IN SHARES (WHICH HAVE AN
AGGREGATE FAIR MARKET VALUE EQUAL TO THE VALUE OF THE EARNED PERFORMANCE
UNITS/SHARES AT THE CLOSE OF THE APPLICABLE PERFORMANCE PERIOD) OR IN A
COMBINATION THEREOF.
(F)
CANCELLATION OF PERFORMANCE UNITS/SHARES.
ON THE DATE SET FORTH
IN THE AWARD AGREEMENT, ALL UNEARNED OR UNVESTED PERFORMANCE UNITS/SHARES WILL
BE FORFEITED TO THE COMPANY, AND AGAIN WILL BE AVAILABLE FOR GRANT UNDER THE
PLAN TO THE EXTENT SUCH PERFORMANCE UNITS/SHARES WERE PAYABLE IN SHARES.
(G)
SECTION 162(M) PERFORMANCE RESTRICTIONS.
FOR PURPOSES OF
QUALIFYING GRANTS OF PERFORMANCE UNITS/SHARES AS "PERFORMANCE-BASED
COMPENSATION" UNDER CODE SECTION 162(M), THE COMPENSATION COMMITTEE, IN ITS
DISCRETION, MAY SET RESTRICTIONS BASED UPON THE ACHIEVEMENT OF PERFORMANCE
GOALS.
THE PERFORMANCE GOALS WILL BE SET BY THE COMPENSATION COMMITTEE ON OR
BEFORE THE DETERMINATION DATE.
IN GRANTING PERFORMANCE UNITS/SHARES WHICH ARE
INTENDED TO QUALIFY UNDER CODE SECTION 162(M), THE COMPENSATION COMMITTEE WILL
FOLLOW THE PROVISIONS OF SECTION 13 ANY PROCEDURES DETERMINED BY IT FROM TIME TO
TIME TO BE NECESSARY OR APPROPRIATE TO ENSURE QUALIFICATION OF THE AWARD UNDER
CODE SECTION 162(M) (E.G., IN DETERMINING