OTHER VESTING PROVISIONS FOR SUCH PERFORMANCE UNIT/SHARE.
(E)
FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES.
PAYMENT
OF EARNED PERFORMANCE UNITS/SHARES WILL BE MADE AS SOON AS PRACTICABLE AFTER THE
EXPIRATION OF THE APPLICABLE PERFORMANCE PERIOD.
THE ADMINISTRATOR, IN ITS SOLE
DISCRETION, MAY PAY EARNED PERFORMANCE UNITS/SHARES IN THE FORM OF CASH, IN
SHARES (WHICH HAVE AN AGGREGATE FAIR MARKET VALUE EQUAL TO THE VALUE OF THE
EARNED PERFORMANCE UNITS/SHARES AT THE CLOSE OF THE APPLICABLE PERFORMANCE
PERIOD) OR IN A COMBINATION THEREOF.
(F)
CANCELLATION OF PERFORMANCE UNITS/SHARES.
ON THE DATE SET FORTH
IN THE AWARD AGREEMENT, ALL UNEARNED OR UNVESTED PERFORMANCE UNITS/SHARES WILL
BE FORFEITED TO THE COMPANY, AND AGAIN WILL BE AVAILABLE FOR GRANT UNDER THE
PLAN.
(g)
Section 162(m) Performance Restrictions.
For purposes of
qualifying grants of Performance Units/Shares as "performance-based
compensation" under Section 162(m) of the Code, the Administrator, in its
discretion, may set restrictions based upon the achievement of Performance
Goals.
The Performance Goals will be set by the Administrator on or before the
Determination Date. In granting Performance Units/Shares which are intended to
qualify under
14
SECTION 162(M) OF THE CODE, THE ADMINISTRATOR WILL FOLLOW ANY PROCEDURES
DETERMINED BY IT FROM TIME TO TIME TO BE NECESSARY OR APPROPRIATE TO ENSURE
QUALIFICATION OF THE AWARD UNDER SECTION 162(M) OF THE CODE (E.G., IN
DETERMINING THE PERFORMANCE GOALS).
11.
PERFORMANCE GOALS.
THE GRANTING AND/OR VESTING OF AWARDS OF
RESTRICTED STOCK, RESTRICTED STOCK UNITS, PERFORMANCE SHARES AND PERFORMANCE
UNITS AND OTHER INCENTIVES UNDER THE PLAN MAY BE MADE SUBJECT TO THE ATTAINMENT
OF PERFORMANCE GOALS RELATING TO ONE OR MORE BUSINESS CRITERIA WITHIN THE
MEANING OF SECTION 162(M) OF THE CODE AND MAY PROVIDE FOR A TARGETED LEVEL OR
LEVELS OF ACHIEVEMENT ("PERFORMANCE GOALS") INCLUDING (A) EARNINGS PER SHARE,
(B) OPERATING CASH FLOW, (C) OPERATING INCOME, (D) PROFIT AFTER-TAX, (E) PROFIT
BEFORE-TAX, (F) RETURN ON ASSETS, (G) RETURN ON EQUITY, (H) RETURN ON SALES,
(I)
REVENUE, AND (J) TOTAL SHAREHOLDER RETURN.
ANY PERFORMANCE GOALS MAY BE
USED TO MEASURE THE PERFORMANCE OF THE COMPANY AS A WHOLE OR A BUSINESS UNIT OF
THE COMPANY AND MAY BE MEASURED RELATIVE TO A PEER GROUP OR INDEX.
THE
PERFORMANCE GOALS MAY DIFFER FROM PARTICIPANT TO PARTICIPANT AND FROM AWARD TO
AWARD.
PRIOR TO THE DETERMINATION DATE, THE ADMINISTRATOR WILL DETERMINE
WHETHER ANY SIGNIFICANT ELEMENT(S) WILL BE INCLUDED IN OR EXCLUDED FROM THE
CALCULATION OF ANY PERFORMANCE GOAL WITH RESPECT TO ANY PARTICIPANT.
IN ALL
OTHER RESPECTS, PERFORMANCE GOALS WILL BE CALCULATED IN ACCORDANCE WITH THE
COMPANY'S FINANCIAL STATEMENTS, GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OR
UNDER A METHODOLOGY ESTABLISHED BY THE ADMINISTRATOR PRIOR TO THE ISSUANCE OF AN
AWARD, WHICH IS CONSISTENTLY APPLIED AND IDENTIFIED IN THE FINANCIAL STATEMENTS,
INCLUDING FOOTNOTES, OR THE MANAGEMENT DISCUSSION AND ANALYSIS SECTION OF THE
COMPANY'S ANNUAL REPORT.
12.
LEAVES OF ABSENCE.
UNLESS THE ADMINISTRATOR PROVIDES OTHERWISE,
VESTING OF AWARDS GRANTED HEREUNDER WILL BE SUSPENDED DURING ANY UNPAID LEAVE OF
ABSENCE.
A SERVICE PROVIDER WILL NOT CEASE TO BE AN EMPLOYEE IN THE CASE