DISCRETION, MAY PROVIDE AT THE TIME OF OR FOLLOWING THE DATE OF GRANT FOR
ACCELERATED VESTING FOR AN AWARD OF PERFORMANCE UNITS/SHARES UPON OR IN
CONNECTION WITH A CHANGE IN CONTROL OR UPON OR IN CONNECTION WITH A
PARTICIPANT'S TERMINATION OF SERVICE DUE TO DEATH, DISABILITY OR RETIREMENT.
(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.
(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.
11.
PERFORMANCE GOALS.
AWARDS OF RESTRICTED STOCK, RESTRICTED STOCK
UNITS, PERFORMANCE SHARES AND PERFORMANCE UNITS AND OTHER INCENTIVES UNDER THE
PLAN MAY BE MADE SUBJECT TO THE ATTAINMENT OF PERFORMANCE GOALS RELATING TO ONE
OR MORE BUSINESS CRITERIA WITHIN THE MEANING OF SECTION 162(M) OF THE CODE AND
MAY PROVIDE FOR A TARGETED LEVEL OR LEVELS OF ACHIEVEMENT ("PERFORMANCE GOALS")
INCLUDING ASSETS; BOND RATING; CASH FLOW; CASH POSITION; EARNINGS BEFORE
INTEREST AND TAXES; EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND
AMORTIZATION; EARNINGS PER SHARE; ECONOMIC PROFIT; ECONOMIC VALUE ADDED; EQUITY
OR STOCKHOLDER'S EQUITY; GROWTH IN EARNINGS; GROWTH IN REVENUE; MARKET SHARE;
NET INCOME; NET PROFIT; NET SALES; NONINTEREST INCOME AS PERCENT OF TOTAL
INCOME; OPERATING EARNINGS; OPERATING INCOME; PROFIT BEFORE TAX; RATIO OF DEBT
TO DEBT PLUS EQUITY; RATIO OF OPERATING EARNINGS TO CAPITAL SPENDING; RESULTS OF
REGULATORY REVIEWS AND EXAMINATIONS; RETURN ON EQUITY; RETURN ON NET ASSETS;
RETURN ON SALES; REVENUE; SALES GROWTH; OR TOTAL RETURN TO STOCKHOLDERS.
ANY
PERFORMANCE GOALS MAY BE USED TO MEASURE THE PERFORMANCE OF THE COMPANY AS
14
A WHOLE OR A BUSINESS UNIT OF THE COMPANY AND MAY BE MEASURED RELATIVE TO A PEER
GROUP OR INDEX.
THE PERFORMANCE GOALS MAY DIFFER FROM PARTICIPANT TO
PARTICIPANT AND FROM AWARD TO AWARD.
PRIOR TO THE DETERMINATION DATE, THE
ADMINISTRATOR WILL DETERMINE WHETHER ANY SIGNIFICANT ELEMENT(S) WILL BE INCLUDED
IN OR EXCLUDED FROM THE CALCULATION OF ANY PERFORMANCE GOAL WITH RESPECT TO ANY
PARTICIPANT.
IN ALL OTHER RESPECTS, PERFORMANCE GOALS WILL BE CALCULATED IN
ACCORDANCE WITH THE COMPANY'S FINANCIAL STATEMENTS, GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, OR UNDER A METHODOLOGY ESTABLISHED BY THE ADMINISTRATOR
PRIOR TO THE ISSUANCE OF AN AWARD, WHICH IS CONSISTENTLY APPLIED AND IDENTIFIED