NO LESS THAN THREE (3) YEARS.
VESTING
SHALL BE NO MORE FAVORABLE THAN PRO RATA AND OCCUR AS TO NO MORE THAN 1/3RD OF
THE NUMBER OF THE SHARES ON EACH ONE-YEAR ANNIVERSARY OF THE GRANT DATE.
EACH
AWARD OF PERFORMANCE UNITS/SHARES WILL BE EVIDENCED BY AN AWARD AGREEMENT THAT
WILL SPECIFY THE PERFORMANCE PERIOD, AND SUCH OTHER TERMS AND CONDITIONS AS THE
ADMINISTRATOR, IN ITS SOLE DISCRETION, WILL DETERMINE.
THE ADMINISTRATOR MAY
SET PERFORMANCE OBJECTIVES BASED UPON THE ACHIEVEMENT OF COMPANY-WIDE,
DIVISIONAL, OR INDIVIDUAL GOALS, APPLICABLE FEDERAL OR STATE SECURITIES LAWS, OR
ANY OTHER BASIS DETERMINED BY THE ADMINISTRATOR IN ITS DISCRETION.
(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,
11
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 APPLICABLE PERFORMANCE PERIOD.
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.
14.
NONTRANSFERABILITY OF AWARDS.
AN AWARD MAY NOT BE SOLD, PLEDGED,
ASSIGNED, HYPOTHECATED, TRANSFERRED, OR DISPOSED OF IN ANY MANNER OTHER THAN BY
WILL OR BY THE LAWS OF DESCENT OR DISTRIBUTION AND MAY BE EXERCISED, DURING THE
LIFETIME OF THE PARTICIPANT, ONLY BY THE PARTICIPANT.
15.
AWARDS GENERALLY.
(A)
LIMITATIONS.
AWARDS MAY BE GRANTED ONLY TO OUTSIDE DIRECTORS.
(B)
SHARES.
IN THE EVENT THAT ANY AWARD GRANTED UNDER THE PLAN WOULD
CAUSE THE NUMBER OF SHARES SUBJECT TO OUTSTANDING AWARDS PLUS THE NUMBER OF
SHARES PREVIOUSLY ISSUED PURSUANT TO AN AWARD TO EXCEED THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE UNDER THE PLAN PURSUANT TO SECTION 3, THEN THE REMAINING
SHARES AVAILABLE FOR AWARD GRANT WILL BE ALLOCATED ON A PRO RATA BASIS.
NO
FURTHER GRANTS WILL BE MADE UNTIL SUCH TIME, IF ANY, AS ADDITIONAL SHARES BECOME
AVAILABLE FOR GRANT UNDER THE PLAN THROUGH ACTION OF THE BOARD OR THE
SHAREHOLDERS TO INCREASE THE NUMBER OF SHARES WHICH MAY BE ISSUED UNDER THE PLAN
OR THROUGH THE FORFEITURE OF SHARES ISSUED PURSUANT TO AWARDS PREVIOUSLY GRANTED
HEREUNDER AS PROVIDED IN SECTION 3 HEREOF.
16.
NO GUARANTEE OF CONTINUED SERVICE.
THE PLAN SHALL NOT