IN SUCH AMOUNTS AS THE COMMITTEE
SHALL DETERMINE.
8.2
AWARD AGREEMENT.
EACH GRANT OF RESTRICTED SHARES SHALL BE
EVIDENCED BY AN AWARD AGREEMENT THAT SHALL SPECIFY THE PERIOD(S) OF RESTRICTION,
THE NUMBER OF RESTRICTED SHARES GRANTED, AND SUCH OTHER PROVISIONS AS THE
COMMITTEE SHALL DETERMINE.
THE COMMITTEE MAY IMPOSE SUCH CONDITIONS AND/OR
RESTRICTIONS ON ANY RESTRICTED SHARES GRANTED PURSUANT TO THE PLAN AS IT MAY
DEEM ADVISABLE, INCLUDING RESTRICTIONS BASED UPON THE ACHIEVEMENT OF SPECIFIC
PERFORMANCE GOALS (COMPANY-WIDE, DIVISIONAL, SUBSIDIARY AND/OR INDIVIDUAL),
TIME-BASED RESTRICTIONS ON VESTING, AND/OR RESTRICTIONS UNDER APPLICABLE
SECURITIES LAWS.
8.3
CONSIDERATION.
THE COMMITTEE SHALL DETERMINE THE AMOUNT, IF
ANY, THAT A GRANTEE SHALL PAY FOR RESTRICTED SHARES, WHICH SHALL BE (EXCEPT WITH
RESPECT TO RESTRICTED SHARES THAT ARE TREASURY SHARES) AT LEAST THE MINIMUM
CONSIDERATION FOR EACH RESTRICTED SHARE. SUCH PAYMENT SHALL BE MADE IN FULL BY
THE GRANTEE BEFORE THE DELIVERY OF THE SHARES OR SHARE UNITS AND IN ANY EVENT NO
LATER THAN 10 BUSINESS DAYS AFTER THE GRANT DATE FOR SUCH SHARES OR SHARE UNITS.
8.4
EFFECT OF FORFEITURE.
IF RESTRICTED SHARES ARE FORFEITED,
AND IF THE GRANTEE WAS REQUIRED TO PAY FOR SUCH SHARES OR SHARE UNITS OR
ACQUIRED SUCH RESTRICTED SHARES UPON THE EXERCISE OF AN OPTION, THE GRANTEE
SHALL BE DEEMED TO HAVE RESOLD SUCH RESTRICTED SHARES TO THE COMPANY AT A PRICE
EQUAL TO THE LESSER OF (X) THE AMOUNT PAID BY THE GRANTEE FOR SUCH RESTRICTED
SHARES, OR (Y) THE FAIR MARKET VALUE OF A SHARE OR SHARE UNIT ON THE DATE OF
SUCH FORFEITURE. THE COMPANY SHALL PAY TO THE GRANTEE THE REQUIRED AMOUNT AS
SOON AS IS ADMINISTRATIVELY PRACTICAL. SUCH RESTRICTED SHARES SHALL CEASE TO BE
OUTSTANDING, AND SHALL NO LONGER CONFER ON THE GRANTEE THEREOF
20
ANY RIGHTS AS A STOCKHOLDER OF THE COMPANY, FROM AND AFTER THE DATE OF THE EVENT
CAUSING THE FORFEITURE, WHETHER OR NOT THE GRANTEE ACCEPTS THE COMPANY'S TENDER
OF PAYMENT FOR SUCH RESTRICTED SHARES.
8.5
ESCROW; LEGENDS.
THE COMMITTEE MAY PROVIDE THAT ANY
CERTIFICATES FOR RESTRICTED SHARES (X) SHALL BE HELD (TOGETHER WITH A STOCK
POWER EXECUTED IN BLANK BY THE GRANTEE) IN ESCROW BY THE SECRETARY OF THE
COMPANY UNTIL SUCH RESTRICTED SHARES BECOME NONFORFEITABLE OR ARE FORFEITED
AND/OR (Y) SHALL BEAR AN APPROPRIATE LEGEND RESTRICTING THE TRANSFER OF SUCH
RESTRICTED SHARES.
IF ANY RESTRICTED SHARES BECOME NONFORFEITABLE, THE COMPANY
SHALL CAUSE ANY CERTIFICATES FOR SUCH SHARES TO BE ISSUED WITHOUT SUCH LEGEND.
ARTICLE 9.
PERFORMANCE UNITS AND PERFORMANCE SHARES
9.1
GRANT OF PERFORMANCE UNITS AND PERFORMANCE SHARES.
SUBJECT
TO THE TERMS OF THE PLAN, PERFORMANCE UNITS OR PERFORMANCE SHARES MAY BE GRANTED
TO ANY ELIGIBLE PERSON IN SUCH AMOUNTS AND UPON SUCH TERMS, AND AT ANY TIME AND
FROM TIME TO TIME, AS SHALL BE DETERMINED BY THE COMMITTEE.
9.2
VALUE/PERFORMANCE GOALS.
EACH PERFORMANCE UNIT SHALL HAVE
AN INITIAL VALUE THAT IS ESTABLISHED BY THE COMMITTEE AT THE TIME OF GRANT.
EACH PERFORMANCE SHARE SHALL HAVE AN INITIAL VALUE EQUAL TO THE FAIR MARKET
VALUE OF A