RESTRICTIONS, THE EXISTENCE OF THE PLAN, AND THE EXISTENCE
OF SUCH RESTRICTED SHARE AWARD.
SUCH CERTIFICATES SHALL BE DEPOSITED BY THE
HOLDER WITH THE COMPANY, TOGETHER WITH STOCK POWERS OR OTHER INSTRUMENTS OF
ASSIGNMENT, EACH ENDORSED IN BLANK, WHICH WILL PERMIT THE TRANSFER TO THE
COMPANY OF ALL OR ANY PORTION OF THE RESTRICTED SHARES, AND ANY ASSETS
CONSTITUTING RESTRICTED SHARE DISTRIBUTIONS, WHICH SHALL BE FORFEITED IN
ACCORDANCE WITH THE TERMS OF SUCH RESTRICTED SHARE AWARD.
RESTRICTED SHARES
SHALL CONSTITUTE ISSUED AND OUTSTANDING COMMON STOCK FOR ALL CORPORATE PURPOSES
AND THE HOLDER SHALL HAVE ALL RIGHTS, POWERS AND PRIVILEGES OF A HOLDER OF
UNRESTRICTED SHARES EXCEPT THOSE THAT ARE EXPRESSLY EXCLUDED UNDER THE TERMS OF
THE RESTRICTED SHARE AWARD, AND HOLDER WILL NOT BE ENTITLED TO DELIVERY OF THE
STOCK CERTIFICATES UNTIL ALL RESTRICTIONS SHALL HAVE TERMINATED AND AFTER SUCH
PERIOD, FOR ANY ADDITIONAL PERIOD SPECIFIED IN THE AWARD, AND THE COMPANY WILL
RETAIN CUSTODY OF ALL RELATED RESTRICTED SHARE DISTRIBUTIONS (WHICH WILL BE
SUBJECT TO THE SAME RESTRICTIONS, TERMS, AND CONDITIONS AS THE RELATED
RESTRICTED SHARES) UNTIL THE CONCLUSION OF THE RESTRICTED PERIOD WITH RESPECT TO
THE RELATED RESTRICTED SHARES OR FOR SUCH ADDITIONAL PERIOD AS MAY BE PROVIDED
IN THE AWARD; AND PROVIDED, FURTHER, THAT ANY RESTRICTED SHARE DISTRIBUTIONS
SHALL NOT BEAR INTEREST OR BE SEGREGATED INTO A SEPARATE ACCOUNT BUT SHALL
REMAIN A GENERAL ASSET OF THE COMPANY, SUBJECT TO THE CLAIMS OF THE COMPANY'S
CREDITORS, UNTIL THE DATE OF THEIR DISTRIBUTION; AND PROVIDED, FINALLY, THAT ANY
MATERIAL BREACH OF ANY TERMS OF THE RESTRICTED SHARE AWARD, AS REASONABLY
DETERMINED BY THE COMMITTEE, WILL CAUSE A FORFEITURE OF BOTH RESTRICTED SHARES
AND RESTRICTED SHARE DISTRIBUTIONS.
17.
PERFORMANCE AWARDS.
(A)
PERFORMANCE AWARDS DURING A PLAN YEAR MAY
BE GRANTED TO ANY ELIGIBLE PERSONS.
(B)
WITHOUT LIMITATION, THE COMMITTEE'S GRANT
OF PERFORMANCE AWARDS MAY, IN ITS SOLE DISCRETION, BE MADE IN RESERVED SHARES,
OR IN CASH, OR IN A COMBINATION OF RESERVED SHARES AND CASH, BUT THE CASH
PORTION OF EACH SUCH AWARD GRANTED TO EACH ELIGIBLE PERSON MAY NOT EXCEED
$1,000,000 IN A PLAN YEAR.
(C)
THE COMMITTEE SHALL SELECT THE PERFORMANCE
MEASURES WHICH WILL BE REQUIRED TO BE SATISFIED DURING THE PERFORMANCE PERIOD IN
ORDER TO EARN THE PERFORMANCE AWARD.
SUCH
14
PERFORMANCE MEASURES, AND THE DURATION OF ANY PERFORMANCE PERIOD, MAY DIFFER
WITH RESPECT TO EACH ELIGIBLE PERSON, OR WITH RESPECT TO SEPARATE PERFORMANCE
AWARDS ISSUED TO THE SAME ELIGIBLE PERSON.
THE SELECTED PERFORMANCE MEASURES,
THE PERFORMANCE PERIOD(S), AND ANY OTHER CONDITIONS TO THE COMPANY'S OBLIGATION
TO PAY A PERFORMANCE AWARD SHALL BE SET FORTH IN EACH PERFORMANCE AWARD ON OR
BEFORE THE FIRST TO OCCUR OF (I) THE 90TH DAY OF THE SELECTED PERFORMANCE
PERIOD, (II) THE FIRST DATE ON WHICH MORE THAN 25% OF THE PERFORMANCE PERIOD HAS
ELAPSED, AND (III) THE FIRST DATE, IF ANY, ON WHICH SATISFACTION OF THE
PERFORMANCE MEASURE(S) IS NO LONGER SUBSTANTIALLY UNCERTAIN.
(D)
PERFORMANCE AWARDS MAY BE PAYABLE IN A
SINGLE PAYMENT OR IN INSTALLMENTS BUT MAY