property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Section 4.1(e), as applied to Stock Appreciation Rights.
ARTICLE VI
PERFORMANCE SHARES
6.1
Award of Performance Shares.
The Committee
shall have the authority to grant Performance Shares to any Eligible Person,
subject to the maximum number of shares of Common Stock that may be issued under
this Plan pursuant to Section 3.3, above.
The Committee shall determine the
Eligible Persons to whom, and the time or times at which, Performance Shares
shall be awarded, the number of Performance Shares to be included in each award,
the duration of the period (the "Performance Period") during which, and the
conditions under which, receipt of the shares of Common Stock will be deferred,
and the other terms and conditions of the award in addition to those set forth
in Section 6.2.
The provisions of Performance Share awards need not be the same
with respect to each grantee, and such awards to individual grantees need not be
the same in subsequent years.
6.2
Terms and Conditions.
Performance Shares
awarded pursuant to this Article VI shall be subject to the following terms and
conditions and such other terms and conditions, not inconsistent with the terms
of this Plan, as the Committee shall deem desirable:
(A)
CONDITIONS.
THE COMMITTEE, IN ITS SOLE
DISCRETION, SHALL SPECIFY THE PERFORMANCE PERIOD DURING WHICH, AND THE
CONDITIONS UNDER WHICH, THE RECEIPT OF SHARES OF COMMON STOCK COVERED BY THE
PERFORMANCE SHARE AWARD WILL BE DEFERRED.
THE RECEIPT OF SHARES OF COMMON STOCK
PURSUANT TO A PERFORMANCE SHARE AWARD MAY BE CONDITIONED UPON THE ATTAINMENT OF
ONE OR MORE PRE-ESTABLISHED PERFORMANCE GOALS, WHICH IF APPLICABLE, MAY BE
ESTABLISHED IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 162(M) OF THE CODE
AND THE
11
REGULATIONS PROMULGATED THEREUNDER.
TO MEET SUCH REQUIREMENTS, OBJECTIVE
PERFORMANCE GOALS MUST BE ESTABLISHED BY THE COMMITTEE IN WRITING NOT LATER THAN
90 DAYS AFTER THE COMMENCEMENT OF THE PERFORMANCE PERIOD, PROVIDED THAT THE
OUTCOME IS SUBSTANTIALLY UNCERTAIN AT THE TIME THE GOAL IS ESTABLISHED.
THE
PERFORMANCE GOALS MAY BE BASED ON THE COMPANY'S STOCK PRICE, RETURN ON ASSETS,
RETURN ON CAPITAL EMPLOYED, RETURN ON SHAREHOLDERS' EQUITY, EARNINGS, EARNINGS
PER SHARE, TOTAL SHAREHOLDER RETURN, SALES, COSTS, SUCCESS IN MEETING SPECIFIED
PRODUCT DEVELOPMENT OR OTHER MILESTONES, OR OTHERWISE, WHETHER RELATED TO THE
PERFORMANCE OF OSIRIS, A PARTICULAR BUSINESS UNIT, INDIVIDUAL PERFORMANCE, OR
OTHERWISE, AS MAY BE ESTABLISHED BY THE COMMITTEE FROM TIME TO TIME.
EXCEPT AS
PROVIDED IN ANY APPLICABLE AGREEMENT, WHEN CIRCUMSTANCES OCCUR THAT CAUSE
PREDETERMINED PERFORMANCE OBJECTIVES TO BE AN INAPPROPRIATE MEASURE OF
PERFORMANCE, THE COMPENSATION COMMITTEE, IN ITS DISCRETION, MAY ADJUST THE
PERFORMANCE GOALS.
(B)
AWARD CERTIFICATE.
EACH PERFORMANCE SHARE
AWARD SHALL BE EVIDENCED BY, AND SUBJECT TO THE TERMS OF, A PERFORMANCE SHARE
CERTIFICATE EXECUTED BY THE COMPANY.
THE PERFORMANCE SHARE CERTIFICATE SHALL
SPECIFY THE NUMBER OF SHARES OF COMMON STOCK SUBJECT TO THE AWARD, THE
APPLICABLE PERFORMANCE PERIOD, THE APPLICABLE