ACHIEVED BY
THE COMPANIES (I) WHICH ARE IN THE STANDARD & POORS 500 INDEX (THE "S&P 500") ON
THE DATE THE PERFORMANCE CYCLE BEGINS AND (II) WHICH CONTINUE TO FILE PUBLIC
REPORTS PURSUANT TO THE ACT FOR THE ENTIRETY OF THE PERFORMANCE CYCLE (SUCH
COMPANIES, THE "COMPARISON COMPANIES").
FOR THE AVOIDANCE OF DOUBT, A COMPANY
INCLUDED IN THE S&P 500 ON THE DATE THE PERFORMANCE CYCLE COMMENCES THAT IS NOT
INCLUDED IN THE S&P 500 AT THE CONCLUSION OF THE PERFORMANCE CYCLE WILL BE A
COMPARISON COMPANY AS LONG AS IT FILES PUBLIC REPORTS PURSUANT TO THE ACT FOR
THE ENTIRE PERFORMANCE CYCLE (AND ANY COMPANY FIRST INCLUDED IN THE S&P 500
AFTER THE START OF THE PERFORMANCE CYCLE WOULD NOT BE A COMPARISON COMPANY).
(C)
COMPARISON OF TOTAL
SHAREHOLDER RETURN.
EXCEPT AS PROVIDED IN SECTION 5, THE PERFORMANCE SHARES
COVERED BY THE AWARD SHALL BE DEEMED EARNED BASED ON WHERE THE CORPORATION'S
TOTAL SHAREHOLDER RETURN DURING THE PERFORMANCE CYCLE RANKS IN RELATION TO THE
TOTAL SHAREHOLDER RETURNS OF THE COMPARISON COMPANIES DURING SUCH PERIOD.
FOR
PURPOSES OF CALCULATING THE TOTAL SHAREHOLDER RETURN OF THE CORPORATION AND THE
COMPARISON COMPANIES DURING THE PERFORMANCE CYCLE, THE VALUE OF EACH SUCH
COMPANY'S STOCK AT THE BEGINNING AND END OF THE PERFORMANCE CYCLE SHALL BE
ESTABLISHED BASED ON THE AVERAGE OF THE AVERAGES OF THE HIGH AND LOW TRADING
PRICES OF THE APPLICABLE STOCK ON THE PRINCIPAL EXCHANGE ON WHICH THE STOCK
TRADES FOR THE 15 TRADING DAYS OCCURRING IMMEDIATELY PRIOR TO THE BEGINNING OR
END OF THE PERFORMANCE CYCLE, AS THE CASE MAY BE.
SUCH AVERAGES FOR EACH SUCH
COMPANY (INCLUDING THE CORPORATION) SHALL BE REFERRED TO HEREIN AS THE
"BEGINNING AVERAGE VALUE" AND THE "ENDING AVERAGE VALUE."
AS SOON AS
PRACTICABLE AFTER THE COMPLETION OF THE PERFORMANCE CYCLE, THE TOTAL SHAREHOLDER
RETURNS OF THE COMPARISON COMPANIES WILL BE CALCULATED AND RANKED FROM HIGHEST
TO LOWEST.
THE CORPORATION'S TOTAL SHAREHOLDER RETURN WILL THEN BE RANKED IN
TERMS OF WHICH PERCENTILE IT WOULD HAVE PLACED IN AMONG THE COMPARISON
COMPANIES.
IN CALCULATING THE TOTAL SHAREHOLDER RETURN WITH RESPECT TO EITHER
THE CORPORATION OR ANY OF THE COMPARISON COMPANIES, THE COMMITTEE SHALL MAKE OR
SHALL CAUSE TO BE MADE SUCH APPROPRIATE ADJUSTMENTS TO THE CALCULATION OF TOTAL
SHAREHOLDER RETURN FOR SUCH ENTITY (INCLUDING, WITHOUT
3
limitation, adjusting the Beginning Average Value) as shall be necessary or
appropriate to avoid an artificial increase or decrease in such return as a
result of a stock split (including a reverse stock split), recapitalization or
other similar event affecting the capital structure of such entity that does not
involve the issuance of the entity's securities in exchange for money, property
or other consideration.
(D)
PERCENTAGE OF PERFORMANCE
SHARES EARNED.
THE EXTENT TO WHICH PERFORMANCE SHARES SHALL BECOME EARNED ON
THE VESTING DATE DESCRIBED IN SECTION 2(A) SHALL BE DETERMINED ACCORDING TO THE
FOLLOWING SCHEDULE:
Relative
Performance
Level Percentile
Percent of
Performance
Shares Earned
85th or higher
200
%
50th
100
%
25th
50
%
Under 25th
0