PERFORMANCE GOALS, AND THE OTHER
TERMS AND CONDITIONS APPLICABLE TO SUCH AWARD.
(C)
STOCK CERTIFICATES.
IF THE COMMITTEE
DETERMINES, AFTER THE EXPIRATION OF THE PERFORMANCE PERIOD, THAT THE PERFORMANCE
GOALS SPECIFIED IN THE PERFORMANCE SHARE CERTIFICATE AND ALL OTHER MATERIAL
TERMS OF THE PERFORMANCE SHARE AWARD HAVE BEEN SATISFIED, STOCK CERTIFICATES
REPRESENTING THE NUMBER OF SHARES OF COMMON STOCK COVERED BY THE PERFORMANCE
SHARE AWARD SHALL BE ISSUED AND REGISTERED IN THE NAME OF, AND DELIVERED TO, THE
GRANTEE.
(D)
TERMINATION OF EMPLOYMENT OR SERVICE.
UNLESS OTHERWISE DETERMINED BY THE COMMITTEE AT THE TIME OF GRANT, THE
PERFORMANCE SHARES WILL BE FORFEITED UPON A GRANTEE'S TERMINATION OF EMPLOYMENT
OR SERVICE DURING THE PERFORMANCE PERIOD FOR ANY REASON (INCLUDING DEATH,
DISABILITY OR RETIREMENT).
(E)
PAYOUTS.
AT THE END OF A PERFORMANCE
PERIOD, THE COMMITTEE SHALL DETERMINE THE EXTENT TO WHICH THE APPLICABLE
PERFORMANCE GOALS HAVE BEEN SATISFIED.
IN THE EVENT OF A PAYOUT WITH RESPECT TO
A PERFORMANCE SHARE AWARD, SUCH PAYOUT SHALL BE MADE NO LATER THAN TWO AND
ONE-HALF (21⁄2) MONTHS FOLLOWING THE END OF THE PERFORMANCE PERIOD.
(F)
EFFECT OF RECAPITALIZATION;
REORGANIZATION.
IN THE EVENT OF A TRANSACTION DESCRIBED IN SECTION 4.1(E), EACH
OUTSTANDING PERFORMANCE SHARE AWARD SHALL BE ADJUSTED AS PROVIDED IN
SECTION 4.1(E).
6.3
Individual Limit.
The maximum number of
shares of Common Stock that may be subject to Performance Share awards granted
to any individual Eligible Person during any calendar year shall be 50,000
shares (subject to any increase or decrease pursuant to the adjustment
provisions of this Plan).
6.4
Deferrals.
The Committee, in its discretion,
may provide an opportunity for Eligible Persons to defer Performance Share
awards beyond the scheduled payment date described in Section 6.2(e).
In such
event, the deferral election and deferred payout shall comply with the
requirements of Section 409A of the Code.
Accordingly, (i) the deferral
election shall
12
be made no later than twelve (12) months prior to the end of the Performance
Period (or six months prior to the end of the Performance Period if the
Performance Shares qualify as "performance-based compensation" within the
meaning of Section 409A), (ii) the deferred payout date shall be a specified
date or other permissible payment event under Section 409A that is at least five
(5) years after the date described in Section 6.2(e), and (iii) in the case of
an Eligible Person who is a "specified employee" within the meaning of
Section 409A of the Code and such deferred payment is made on account of his or
her separation from service with the Company, the payment is made at least six
(6) months following such separation from service.
ARTICLE VII
PERFORMANCE UNITS
7.1
Award of Performance Units.
The Committee
shall have the authority to grant Performance Units to any Eligible Person,
subject to Section 3.3.
The Committee shall determine the Eligible Person to
whom, and the time or times at which, Performance Units shall be awarded, the
number of Performance Units to be included in each award, the duration of