PERFORMANCE PERIOD, AND (C) YOU REMAIN AN ACTIVE MEMBER OF THE BOARD THROUGH THE
LAST DAY OF THE PERFORMANCE PERIOD. FOR PURPOSES OF THIS AGREEMENT, THE
"THRESHOLD MILESTONE" MEANS
.
2.4
IF THE PERFORMANCE STANDARD ACHIEVED WITH RESPECT TO A PARTICULAR
PERFORMANCE GOAL IS BETWEEN THE THRESHOLD MILESTONE AND THE TARGET MILESTONE OR
BETWEEN THE TARGET MILESTONE AND THE MAXIMUM MILESTONE, THE APPLICABLE FINAL
PERFORMANCE FACTOR SHALL BE DETERMINED BY INTERPOLATION.
For example, assume that the Committee grants a director a performance based
compensation award under the Plan that is contingent upon achieving Performance
Goal A and Performance Goal B, weighting the importance of the goals as 50% and
50%, respectively. The Committee establishes Threshold, Target and Maximum
Milestones for each Goal. The Final Performance Factor assigned for achieving
the threshold, target and maximum performance standards are 3⁄4, 1 and 2,
respectively. Finally, assume that the director is awarded 2,000 Performance
Units with a Target Value of $100, is continuously on the Board throughout the
Performance Period and achieves the Maximum Milestone for Performance Goal A,
and precisely halfway between the Target and Maximum Milestones for Performance
Goal B. The total amount payable to the director under the award is $250,000,
which is determined as follows:
The amount payable to the director with respect
to Performance Goal A is $100,000 (50% (Performance Goal Percentage) x 2,000
(Performance Units) x $100 (Performance Unit Value) x 1 (Final Performance
Factor) = $100,000), and the amount payable to the director with respect to
Performance Goal B is $150,000 (50% (Performance Goal Percentage) x 2000
(Performance Units) x $100 (Target Value) x 1.5 (Final Performance Factor)=
$150,000).
2.5
IF THE THRESHOLD MILESTONE IS NOT ACHIEVED DURING THE PERFORMANCE
PERIOD AND A SECTION 409A CHANGE IN CONTROL HAS NOT OCCURRED ON OR BEFORE THE
LAST DAY OF THE PERFORMANCE PERIOD, THEN THE AWARD PURSUANT TO THIS AGREEMENT
SHALL LAPSE AND BE FORFEITED AS OF THE LAST DAY OF THE PERFORMANCE PERIOD.
2.6
THE COMPANY'S DETERMINATIONS WITH RESPECT TO THE PERFORMANCE
PERIOD FOR PURPOSES OF THIS AGREEMENT SHALL BE BINDING UPON ALL PERSONS. THE
COMPANY MAY NOT INCREASE THE AMOUNT PAYABLE UNDER THIS AGREEMENT.
3.
PAYMENT. [THE COMPANY SHALL CAUSE THE SHARES TO BE ISSUED][ANY
AMOUNT PAYABLE TO YOU PURSUANT TO THIS AGREEMENT WILL BE PAID] TO YOU ON
, 20
[THE "PAYMENT DATE"], UNLESS OTHERWISE
PROVIDED IN THIS AGREEMENT AS OF THE DATE OF GRANT. [THE SHARES THAT MAY BE
ISSUED TO YOU UNDER THIS AGREEMENT][SUCH PAYMENT] WILL BE [ISSUED][MADE] TO YOU
IN EXCHANGE FOR THE PERFORMANCE UNITS AND THEREAFTER YOU SHALL HAVE NO FURTHER
RIGHTS WITH RESPECT TO SUCH PERFORMANCE UNITS OR THE AGREEMENT.
[Upon the issuance of Shares pursuant to this Agreement, such Shares shall be
transferable by you (except to the extent that any proposed transfer would, in
the opinion of counsel satisfactory to the Company, constitute a violation of
applicable federal or state securities law).]
4.
SEPARATION FROM SERVICE/SECTION 409A CHANGE IN CONTROL. THE
FOLLOWING PROVISIONS WILL APPLY IN THE EVENT