in this Agreement as "Shares."
The Performance Share Units shall
be granted to the Participant without payment of consideration (other than
continuing services).
2.
RANGE OF EARNED PERFORMANCE SHARE UNITS.
Depending on the Company's financial performance as provided in Section 3, the
Participant may earn up to the Maximum Performance Share Units (between
and of the Target Performance Share Units).
3.
DETERMINATION OF EARNED PERFORMANCE SHARE UNITS
(A)
PERFORMANCE GOAL.
THE PERFORMANCE GOAL IS
BASED ON , WITH THE TARGETS FOR THE INITIAL PERFORMANCE PERIOD (
TO ), SET AS FOLLOWS:
Targeted Payout
Percentage
Threshold
Targeted
Maximum
(B)
NO SHARES WILL BE EARNED FOR A PERFORMANCE
PERIOD IF THE FOR THE PERFORMANCE PERIOD IS BELOW THE THRESHOLD NUMBER
INDICATED ABOVE.
FOR PURPOSES OF THIS DETERMINATION, THE SHALL BE
ROUNDED TO TWO DECIMAL POINTS, WITH THE THOUSANDTH DECIMAL POINT ROUNDED UPWARDS
IF AT 0.005 OR HIGHER. IF THE IS BETWEEN TWO STATED PERCENTAGES ABOVE,
THE PAYOUT PERCENTAGE WILL BE PRORATED ACCORDINGLY.
3
(C)
FOR PURPOSES OF THIS AGREEMENT:
The elements of each financial measure are as defined in the financial
statements, notes to the financial statements, management's discussions and
analysis, or other Company filings with the Securities and Exchange Commission.
4.
CESSATION OF BUSINESS RELATIONSHIP.
(A)
CONTINUOUS SERVICE RELATIONSHIP.
IF THE
PARTICIPANT'S CONTINUOUS SERVICE TO THE COMPANY OR ONE OF ITS AFFILIATES AS AN
EMPLOYEE OR DIRECTOR (A "BUSINESS RELATIONSHIP") CEASES FOR ANY REASON BEFORE
THE END OF THE PERFORMANCE PERIOD, THE PERFORMANCE SHARE UNITS WILL BE
FORFEITED, EXCEPT AS PROVIDED IN THIS SECTION.
THE PARTICIPANT'S BUSINESS
RELATIONSHIP SHALL BE DEEMED TO HAVE CEASED ON THE LAST DAY OF ACTIVE SERVICE TO
THE COMPANY OR AN AFFILIATE AND SHALL NOT BE EXTENDED BY ANY NOTICE OF
TERMINATION PERIOD.
FOR PURPOSES HEREOF, A BUSINESS RELATIONSHIP SHALL NOT BE
CONSIDERED AS HAVING CEASED DURING ANY LEAVE OF ABSENCE IF SUCH LEAVE OF ABSENCE
HAS BEEN APPROVED IN WRITING BY THE COMPANY.
ANY CHANGE IN THE TYPE OF BUSINESS
RELATIONSHIP THE PARTICIPANT HAS WITHIN OR AMONG THE COMPANY AND ITS AFFILIATES
SHALL NOT RESULT IN THE FORFEITURE OF THE PERFORMANCE SHARE UNITS SO LONG AS THE
PARTICIPANT CONTINUOUSLY MAINTAINS A BUSINESS RELATIONSHIP.
(B)
DEATH OR DISABILITY; TERMINATION WITHOUT
CAUSE; RESIGNATION FOR GOOD REASON.
IF THE PARTICIPANT'S BUSINESS RELATIONSHIP
CEASES DURING THE PERFORMANCE PERIOD AS A RESULT OF THE PARTICIPANT'S (I) DEATH,
(II) DISABILITY, (III) TERMINATION OF THE EMPLOYMENT WITHOUT CAUSE OR
(IV) RESIGNATION FOR GOOD REASON, THE PARTICIPANT (OR THE PARTICIPANT'S
BENEFICIARY IN THE EVENT OF THE PARTICIPANT'S DEATH) SHALL BE ENTITLED TO
PAYMENT OF A PRO RATA PORTION OF THE PERFORMANCE SHARE UNITS, BASED ON THE
NUMBER OF DAYS ELAPSED IN THE PERFORMANCE PERIOD PRIOR TO THE CESSATION OF THE
BUSINESS RELATIONSHIP.
THE NUMBER OF PERFORMANCE SHARE UNITS FOR THIS PURPOSE
SHALL BE DETERMINED AFTER THE PERFORMANCE PERIOD BASED ON FOR THE
PERIOD.
(C)
DEFINITIONS.
FOR PURPOSES OF THIS SECTION:
(I)
"BENEFICIARY" SHALL MEAN THE LAST