ALL OTHER RESTRICTIONS ON) ALL SHARES
AWARDED TO HIM UNDER HIS AWARD SHALL LAPSE AND CEASE TO BE EFFECTIVE AS OF THE
DATE ON WHICH SUCH EVENT OCCURS.
7.
PERFORMANCE SHARES
The grant of a Performance Share Award to a participant will entitle him to
receive, without payment to the Company, all or part of a specified amount (the
"Actual Value") determined by the Committee, if the terms and conditions
specified herein and in the Award are satisfied.
Payment in respect of an Award
shall be made as provided in Section 7(h).
Each Performance Share Award shall
be subject to the following terms and conditions:
(A)
THE COMMITTEE SHALL DETERMINE THE TARGET
NUMBER OF PERFORMANCE SHARES TO BE GRANTED TO A PARTICIPANT AND WHETHER OR NOT
SUCH PERFORMANCE SHARES ARE GRANTED IN CONJUNCTION WITH A STOCK OPTION (THE
"ASSOCIATED STOCK OPTION").
THE MAXIMUM NUMBER OF PERFORMANCE SHARES THAT MAY
BE EARNED BY A PARTICIPANT FOR ANY SINGLE AWARD PERIOD OF ONE YEAR OR LONGER
SHALL NOT EXCEED 50,000.
PERFORMANCE SHARE AWARDS MAY BE GRANTED IN DIFFERENT
CLASSES OR SERIES HAVING DIFFERENT TERMS AND CONDITIONS.
IN THE CASE OF ANY
PERFORMANCE SHARES GRANTED IN CONJUNCTION WITH AN ASSOCIATED
A-10
STOCK OPTION, THE NUMBER OF PERFORMANCE SHARES SHALL INITIALLY BE EQUAL TO THE
NUMBER OF SHARES WHICH ARE SUBJECT TO THE ASSOCIATED STOCK OPTION, BUT THE
NUMBER OF SUCH PERFORMANCE SHARES SHALL BE REDUCED ON A ONE FOR ONE BASIS TO THE
EXTENT THAT (A) SHARES ARE PURCHASED UPON EXERCISE OF THE ASSOCIATED STOCK
OPTION, OR (B) SHARES MAY NO LONGER BE PURCHASED UNDER THE ASSOCIATED STOCK
OPTION BECAUSE THE ASSOCIATED STOCK OPTION OR A PART THEREOF HAS BEEN
SURRENDERED UNEXERCISED PURSUANT TO EXERCISE OF A STOCK APPRECIATION RIGHT
ATTACHED TO SUCH ASSOCIATED STOCK OPTION.
(B)
THE ACTUAL VALUE OF A PERFORMANCE SHARE
AWARD SHALL BE THE PRODUCT OF (I) THE TARGET NUMBER OF PERFORMANCE SHARES
SUBJECT TO THE PERFORMANCE SHARE AWARD, (II) THE PERFORMANCE PERCENTAGE (AS
DETERMINED BELOW) APPLICABLE TO THE PERFORMANCE SHARE AWARD AND (III) THE MARKET
VALUE OF A SHARE ON THE DATE THE AWARD IS PAID OR BECOMES PAYABLE TO THE
EMPLOYEE.
THE "PERFORMANCE PERCENTAGE" APPLICABLE TO A PERFORMANCE SHARE AWARD
SHALL BE A PERCENTAGE OF NO LESS THAN 0% AND NO MORE THAN 200%, WHICH PERCENTAGE
SHALL BE DETERMINED BY THE COMMITTEE BASED UPON THE EXTENT TO WHICH THE
PERFORMANCE OBJECTIVES (AS DETERMINED BELOW) ESTABLISHED FOR SUCH AWARD ARE
ACHIEVED DURING THE AWARD PERIOD.
THE METHOD FOR DETERMINING THE APPLICABLE
PERFORMANCE PERCENTAGE SHALL ALSO BE ESTABLISHED BY THE COMMITTEE.
(C)
AT THE TIME EACH PERFORMANCE SHARE AWARD IS
GRANTED, THE COMMITTEE SHALL ESTABLISH PERFORMANCE OBJECTIVES ("PERFORMANCE
OBJECTIVES") TO BE ATTAINED WITHIN THE AWARD PERIOD AS THE MEANS OF DETERMINING
THE PERFORMANCE PERCENTAGE APPLICABLE TO SUCH AWARD.
THE PERFORMANCE OBJECTIVES
SHALL BE APPROVED BY THE COMMITTEE (I) WHILE THE OUTCOME FOR THAT AWARD PERIOD
IS SUBSTANTIALLY UNCERTAIN AND (II) NO MORE THAN 90 DAYS AFTER THE COMMENCEMENT
OF THE AWARD PERIOD TO WHICH THE PERFORMANCE OBJECTIVE RELATES