RECEIVED BY THE GRANTEE. A GRANTEE
SHALL BE ENTITLED TO RECEIVE SHARES OF STOCK UNDER A PERFORMANCE SHARE AWARD
ONLY UPON SATISFACTION OF ALL CONDITIONS SPECIFIED IN THE PERFORMANCE SHARE
AWARD AGREEMENT (OR IN A PERFORMANCE PLAN ADOPTED BY THE ADMINISTRATOR).
(C)
TERMINATION. EXCEPT AS MAY OTHERWISE BE
PROVIDED BY THE ADMINISTRATOR EITHER IN THE AWARD AGREEMENT OR, SUBJECT TO
SECTION 18 BELOW, IN WRITING AFTER THE AWARD AGREEMENT IS ISSUED, A GRANTEE'S
RIGHTS IN ALL PERFORMANCE SHARE AWARDS SHALL AUTOMATICALLY TERMINATE UPON THE
GRANTEE'S TERMINATION OF EMPLOYMENT (OR CESSATION OF SERVICE RELATIONSHIP) WITH
THE COMPANY AND ITS SUBSIDIARIES FOR ANY REASON.
11
SECTION 12. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES
(A)
PERFORMANCE-BASED AWARDS. ANY EMPLOYEE OR
OTHER KEY PERSON PROVIDING SERVICES TO THE COMPANY AND WHO IS SELECTED BY THE
ADMINISTRATOR MAY BE GRANTED ONE OR MORE PERFORMANCE-BASED AWARDS IN THE FORM OF
A RESTRICTED STOCK AWARD, DEFERRED STOCK AWARD, PERFORMANCE SHARE AWARDS OR
CASH-BASED AWARD PAYABLE UPON THE ATTAINMENT OF PERFORMANCE GOALS THAT ARE
ESTABLISHED BY THE ADMINISTRATOR AND RELATE TO ONE OR MORE OF THE PERFORMANCE
CRITERIA, IN EACH CASE ON A SPECIFIED DATE OR DATES OR OVER ANY PERIOD OR
PERIODS DETERMINED BY THE ADMINISTRATOR. THE ADMINISTRATOR SHALL DEFINE IN AN
OBJECTIVE FASHION THE MANNER OF CALCULATING THE PERFORMANCE CRITERIA IT SELECTS
TO USE FOR ANY PERFORMANCE PERIOD. DEPENDING ON THE PERFORMANCE CRITERIA USED TO
ESTABLISH SUCH PERFORMANCE GOALS, THE PERFORMANCE GOALS MAY BE EXPRESSED IN
TERMS OF OVERALL COMPANY PERFORMANCE OR THE PERFORMANCE OF A DIVISION, BUSINESS
UNIT, OR AN INDIVIDUAL. THE ADMINISTRATOR, IN ITS DISCRETION, MAY ADJUST OR
MODIFY THE CALCULATION OF PERFORMANCE GOALS FOR SUCH PERFORMANCE PERIOD IN ORDER
TO PREVENT THE DILUTION OR ENLARGEMENT OF THE RIGHTS OF AN INDIVIDUAL (I) IN THE
EVENT OF, OR IN ANTICIPATION OF, ANY UNUSUAL OR EXTRAORDINARY CORPORATE ITEM,
TRANSACTION, EVENT OR DEVELOPMENT, (II) IN RECOGNITION OF, OR IN ANTICIPATION
OF, ANY OTHER UNUSUAL OR NONRECURRING EVENTS AFFECTING THE COMPANY, OR THE
FINANCIAL STATEMENTS OF THE COMPANY, OR (III) IN RESPONSE TO, OR IN ANTICIPATION
OF, CHANGES IN APPLICABLE LAWS, REGULATIONS, ACCOUNTING PRINCIPLES, OR BUSINESS
CONDITIONS PROVIDED HOWEVER, THAT THE ADMINISTRATOR MAY NOT EXERCISE SUCH
DISCRETION IN A MANNER THAT WOULD INCREASE THE PERFORMANCE-BASED AWARD GRANTED
TO A COVERED EMPLOYEE. EACH PERFORMANCE-BASED AWARD SHALL COMPLY WITH THE
PROVISIONS SET FORTH BELOW.
(B)
GRANT OF PERFORMANCE-BASED AWARDS. WITH
RESPECT TO EACH PERFORMANCE-BASED AWARD GRANTED TO A COVERED EMPLOYEE, THE
ADMINISTRATOR SHALL SELECT, WITHIN THE FIRST 90 DAYS OF A PERFORMANCE CYCLE (OR,
IF SHORTER, WITHIN THE MAXIMUM PERIOD ALLOWED UNDER SECTION 162(M) OF THE CODE)
THE PERFORMANCE CRITERIA FOR SUCH GRANT, AND THE PERFORMANCE GOALS WITH RESPECT
TO EACH PERFORMANCE CRITERION (INCLUDING A THRESHOLD LEVEL OF PERFORMANCE BELOW
WHICH NO AMOUNT WILL BECOME PAYABLE WITH RESPECT TO SUCH AWARD). EACH
PERFORMANCE-BASED AWARD WILL SPECIFY THE AMOUNT PAYABLE, OR THE FORMULA FOR
DETERMINING THE AMOUNT PAYABLE, UPON ACHIEVEMENT OF THE VARIOUS APPLICABLE
PERFORMANCE TARGETS. THE PERFORMANCE CRITERIA ESTABLISHED BY THE ADMINISTRATOR
MAY BE (BUT NEED NOT BE) DIFFERENT