INCENTIVE UNITS TO BE GRANTED TO EACH PARTICIPANT,
(B) THE RESTRICTIONS PURSUANT TO WHICH SUCH AWARD IS SUBJECT TO FORFEITURE BY
REASON OF THE PERFORMANCE CRITERIA ESTABLISHED BY THE COMMITTEE PURSUANT TO
SECTION 6.2 NOT BEING MET IN WHOLE OR IN PART AND (C) THE OTHER TERMS AND
CONDITIONS OF
5
SUCH AWARDS.
EACH GRANT OF INCENTIVE STOCK OR INCENTIVE UNITS SHALL BE
EVIDENCED BY A WRITTEN AGREEMENT SETTING FORTH THE TERMS OF SUCH AWARD.
6.2
PERFORMANCE CRITERIA.
(A)
WITHIN 90 DAYS AFTER EACH PERFORMANCE
PERIOD BEGINS (OR SUCH OTHER DATE AS MAY BE REQUIRED OR PERMITTED UNDER SECTION
162(M) OF THE CODE, IF APPLICABLE), THE COMMITTEE SHALL ESTABLISH THE
PERFORMANCE OBJECTIVE OR OBJECTIVES FOR THE APPLICABLE PERFORMANCE PERIOD THAT
MUST BE SATISFIED IN ORDER FOR AN AWARD TO BE VESTED AND NONFORFEITABLE (THE
"PERFORMANCE CRITERIA").
ANY SUCH PERFORMANCE CRITERIA WILL BE BASED UPON THE
RELATIVE OR COMPARATIVE ACHIEVEMENT OF ONE OR MORE OF THE FOLLOWING CRITERIA, OR
SUCH OTHER CRITERIA, AS MAY BE DETERMINED BY THE COMMITTEE: (I) REVENUE GROWTH;
(II) EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION; (III)
EARNINGS BEFORE INTEREST, TAXES AND AMORTIZATION; (IV) OPERATING INCOME; (V)
PRE- OR AFTER-TAX INCOME; (VI) CASH FLOW; (VII) CASH FLOW PER SHARE; (VIII) NET
EARNINGS; (IX) EARNINGS PER SHARE; (X) RETURN ON EQUITY; (XI) RETURN ON INVESTED
CAPITAL; (XII) RETURN ON ASSETS; (XIII) ECONOMIC VALUE ADDED (OR AN EQUIVALENT
METRIC); (XIV) SHARE PRICE PERFORMANCE; (XV) TOTAL SHAREHOLDER RETURN; (XVI)
IMPROVEMENT IN OR ATTAINMENT OF EXPENSE LEVELS; (XVII) IMPROVEMENT IN OR
ATTAINMENT OF WORKING CAPITAL LEVELS; OR (XVIII) DEBT REDUCTION.
(b)
The Performance Criteria related to Incentive Stock or Incentive Units
shall be achieved upon the determination by the Committee that the objective or
objectives for the applicable Performance Period have been attained, in whole or
in part.
The Committee may provide at the time of grant that in the event the
objective or objectives are attained in part, a specified portion (which may be
zero) of the Award will vest and become nonforfeitable and the remaining portion
shall be forfeited.
6.3
DIVIDEND EQUIVALENTS.
(A)
INCENTIVE STOCK.
UNLESS OTHERWISE
DETERMINED BY THE COMMITTEE AT OR AFTER THE DATE OF GRANT, PARTICIPANTS GRANTED
INCENTIVE STOCK SHALL NOT BE ENTITLED TO RECEIVE CASH DIVIDENDS OR DIVIDEND
EQUIVALENTS.
(B)
INCENTIVE UNITS.
THE COMMITTEE WILL
DETERMINE WHETHER AND TO WHAT EXTENT TO CREDIT TO THE ACCOUNT OF, OR TO PAY
CURRENTLY TO, EACH RECIPIENT OF AN INCENTIVE UNIT, ANY DIVIDEND EQUIVALENTS.
TO
THE EXTENT PROVIDED BY THE COMMITTEE AT OR AFTER THE DATE OF GRANT, ANY CASH
DIVIDEND EQUIVALENTS WITH RESPECT TO THE INCENTIVE UNITS CREDITED TO A
PARTICIPANT'S ACCOUNT SHALL BE DEEMED TO HAVE BEEN INVESTED IN SHARES ON THE
RECORD DATE ESTABLISHED FOR THE RELATED DIVIDEND AND, ACCORDINGLY, A NUMBER OF
INCENTIVE UNITS, AS THE CASE MAY BE, SHALL BE CREDITED TO SUCH PARTICIPANT'S
ACCOUNT EQUAL TO THE GREATEST WHOLE NUMBER WHICH MAY BE OBTAINED BY DIVIDING
(I) THE VALUE OF SUCH DIVIDEND EQUIVALENTS ON THE RECORD DATE BY (II) THE FAIR