ITS SOLE DISCRETION WHETHER PERFORMANCE SHARES GRANTED IN THE
FORM OF COMMON STOCK UNITS SHALL BE PAID IN CASH, COMMON STOCK OR A COMBINATION
OF CASH AND COMMON STOCK.
(B)
PERFORMANCE OBJECTIVES.
THE COMMITTEE SHALL
ESTABLISH THE PERFORMANCE OBJECTIVES FOR EACH AWARD OF PERFORMANCE SHARES,
CONSISTING OF ONE OR MORE BUSINESS CRITERIA PERMITTED AS PERFORMANCE GOALS
HEREUNDER, ONE OR MORE LEVELS OF PERFORMANCE WITH RESPECT TO EACH SUCH CRITERIA,
AND THE AMOUNT OR AMOUNTS PAYABLE OR OTHER RIGHTS THAT THE PARTICIPANT WILL BE
ENTITLED TO UPON ACHIEVEMENT OF SUCH LEVELS OF PERFORMANCE.
THE PERFORMANCE
OBJECTIVES SHALL BE ESTABLISHED BY THE COMMITTEE PRIOR TO, OR REASONABLY
PROMPTLY FOLLOWING THE INCEPTION OF, A PERFORMANCE PERIOD BUT, TO THE EXTENT
REQUIRED BY SECTION 162(M) OF THE CODE, BY NO LATER THAN THE EARLIER OF THE DATE
THAT IS NINETY DAYS AFTER THE COMMENCEMENT OF THE PERFORMANCE PERIOD OR THE DAY
PRIOR TO THE DATE ON WHICH TWENTY-FIVE PERCENT OF THE PERFORMANCE PERIOD HAS
ELAPSED.
MORE THAN ONE PERFORMANCE GOAL MAY BE INCORPORATED IN A PERFORMANCE
OBJECTIVE, IN WHICH CASE ACHIEVEMENT WITH RESPECT TO EACH PERFORMANCE GOAL MAY
BE ASSESSED INDIVIDUALLY OR IN COMBINATION WITH EACH OTHER.
THE COMMITTEE MAY,
IN CONNECTION WITH THE ESTABLISHMENT OF PERFORMANCE OBJECTIVES FOR A PERFORMANCE
PERIOD, ESTABLISH A MATRIX SETTING FORTH THE RELATIONSHIP BETWEEN PERFORMANCE ON
TWO OR MORE PERFORMANCE GOALS AND THE AMOUNT OF THE AWARD OF PERFORMANCE SHARES
PAYABLE FOR THAT PERFORMANCE PERIOD.
THE LEVEL OR LEVELS OF PERFORMANCE
SPECIFIED WITH RESPECT TO A PERFORMANCE GOAL MAY BE ESTABLISHED IN ABSOLUTE
TERMS, AS OBJECTIVES RELATIVE TO PERFORMANCE IN PRIOR PERIODS, AS AN OBJECTIVE
COMPARED TO THE PERFORMANCE OF ONE OR MORE COMPARABLE COMPANIES OR AN INDEX
COVERING MULTIPLE COMPANIES, OR OTHERWISE AS THE COMMITTEE MAY DETERMINE.
PERFORMANCE OBJECTIVES SHALL BE OBJECTIVE AND SHALL OTHERWISE MEET THE
REQUIREMENTS OF SECTION 162(M) OF THE CODE.
PERFORMANCE OBJECTIVES MAY DIFFER
FOR PERFORMANCE SHARES GRANTED TO ANY ONE PARTICIPANT OR TO DIFFERENT
PARTICIPANTS.
AN AWARD OF PERFORMANCE SHARES TO A PARTICIPANT WHO IS A COVERED
EMPLOYEE SHALL (UNLESS THE COMMITTEE DETERMINES OTHERWISE) PROVIDE THAT IN THE
EVENT OF THE PARTICIPANT'S TERMINATION OF CONTINUOUS SERVICE PRIOR TO THE END OF
THE PERFORMANCE PERIOD FOR ANY REASON, SUCH AWARD WILL BE PAYABLE ONLY (1) IF
THE APPLICABLE PERFORMANCE OBJECTIVES ARE ACHIEVED AND (II) TO THE EXTENT, IF
ANY, AS THE COMMITTEE SHALL DETERMINE.
(C)
CERTIFICATION.
FOLLOWING THE COMPLETION OF
EACH PERFORMANCE PERIOD, THE COMMITTEE SHALL CERTIFY IN WRITING, IN ACCORDANCE
WITH THE REQUIREMENTS OF SECTION 162(M) OF THE
8
CODE, WHETHER THE PERFORMANCE OBJECTIVES AND OTHER MATERIAL TERMS OF AN AWARD OF
PERFORMANCE SHARES HAVE BEEN ACHIEVED OR MET.
UNLESS THE COMMITTEE DETERMINES
OTHERWISE, PERFORMANCE SHARES SHALL NOT BE SETTLED UNTIL THE COMMITTEE HAS MADE
THE CERTIFICATION SPECIFIED UNDER THIS SECTION 9(C).
(D)
ADJUSTMENT.
THE COMMITTEE MAY, IN ITS
DISCRETION, REDUCE OR ELIMINATE THE AMOUNT OF PAYMENT WITH RESPECT TO AN AWARD
OF PERFORMANCE SHARES TO A COVERED EMPLOYEE, NOTWITHSTANDING THE ACHIEVEMENT OF
A SPECIFIED PERFORMANCE OBJECTIVE; PROVIDED, THAT, NO SUCH