MEETING THE APPLICABLE
VESTING CRITERIA, THE PARTICIPANT WILL BE ENTITLED TO RECEIVE A PAYOUT AS
SPECIFIED IN THE AWARD AGREEMENT.
(D)
FORM AND TIMING OF PAYMENT.
PAYMENT OF EARNED RESTRICTED STOCK
UNITS WILL BE MADE AS SOON AS PRACTICABLE AFTER THE DATE(S) SET FORTH IN THE
AWARD AGREEMENT.
THE ADMINISTRATOR, IN ITS SOLE DISCRETION, MAY PAY EARNED
RESTRICTED STOCK UNITS IN CASH, SHARES, OR A COMBINATION THEREOF.
SHARES
REPRESENTED BY RESTRICTED STOCK UNITS THAT ARE FULLY PAID IN CASH AGAIN WILL BE
AVAILABLE FOR GRANT UNDER THE PLAN.
(E)
CANCELLATION.
ON THE DATE SET FORTH IN THE AWARD AGREEMENT, ALL
UNEARNED RESTRICTED STOCK UNITS WILL BE FORFEITED TO THE COMPANY.
10.
PERFORMANCE UNITS AND PERFORMANCE SHARES.
(A)
GRANT OF PERFORMANCE UNITS/SHARES.
PERFORMANCE UNITS AND
PERFORMANCE SHARES MAY BE GRANTED TO SERVICE PROVIDERS AT ANY TIME AND FROM TIME
TO TIME, AS WILL BE DETERMINED BY THE ADMINISTRATOR, IN ITS SOLE DISCRETION.
THE ADMINISTRATOR WILL HAVE COMPLETE DISCRETION IN DETERMINING THE NUMBER OF
PERFORMANCE UNITS/SHARES GRANTED TO EACH PARTICIPANT PROVIDED THAT DURING ANY
FISCAL YEAR, (A) NO PARTICIPANT WILL RECEIVE PERFORMANCE UNITS HAVING AN INITIAL
VALUE GREATER THAN $1,000,000, AND (B) NO PARTICIPANT WILL RECEIVE MORE THAN
125,000 PERFORMANCE SHARES.
NOTWITHSTANDING THE FOREGOING LIMITATION, IN
CONNECTION WITH A PARTICIPANT'S INITIAL SERVICE AS AN EMPLOYEE, AN EMPLOYEE MAY
BE GRANTED UP TO AN ADDITIONAL 250,000 PERFORMANCE SHARES.
(B)
VALUE OF PERFORMANCE UNITS/SHARES.
EACH PERFORMANCE UNIT WILL
HAVE AN INITIAL VALUE THAT IS ESTABLISHED BY THE ADMINISTRATOR ON OR BEFORE THE
DATE OF GRANT.
EACH PERFORMANCE SHARE WILL HAVE AN INITIAL VALUE EQUAL TO THE
FAIR MARKET VALUE OF A SHARE ON THE DATE OF GRANT.
(C)
PERFORMANCE OBJECTIVES AND OTHER TERMS.
THE ADMINISTRATOR WILL
SET PERFORMANCE OBJECTIVES OR OTHER VESTING PROVISIONS (INCLUDING, WITHOUT
LIMITATION, CONTINUED STATUS AS
13
A SERVICE PROVIDER) IN ITS DISCRETION WHICH, DEPENDING ON THE EXTENT TO WHICH
THEY ARE MET, WILL DETERMINE THE NUMBER OR VALUE OF PERFORMANCE UNITS/SHARES
THAT WILL BE PAID OUT TO THE PARTICIPANT.
THE ADMINISTRATOR MAY SET PERFORMANCE
OBJECTIVES BASED UPON THE ACHIEVEMENT OF COMPANY WIDE, DIVISIONAL, OR INDIVIDUAL
GOALS, OR ANY OTHER BASIS DETERMINED BY THE ADMINISTRATOR IN ITS DISCRETION.
EACH AWARD OF PERFORMANCE UNITS/SHARES WILL BE EVIDENCED BY AN AWARD AGREEMENT
THAT WILL SPECIFY THE PERFORMANCE PERIOD, AND SUCH OTHER TERMS AND CONDITIONS AS
THE ADMINISTRATOR, IN ITS SOLE DISCRETION, WILL DETERMINE; PROVIDED, HOWEVER,
THAT, WITH RESPECT TO PERFORMANCE UNITS/SHARES GRANTED TO EMPLOYEES, AND EXCEPT
AS OTHERWISE PROVIDED IN SECTION 14(C), PERFORMANCE UNITS/SHARES WILL NOT VEST
MORE RAPIDLY THAN ONE-THIRD (1/3RD) OF THE TOTAL NUMBER OF PERFORMANCE
UNITS/SHARES SUBJECT TO AN AWARD EACH YEAR FROM THE DATE OF GRANT (OR, IF
APPLICABLE, THE DATE AN EMPLOYEE BEGINS HIS OR HER EMPLOYMENT WITH THE COMPANY
OR ANY PARENT OR SUBSIDIARY OF THE COMPANY), UNLESS THE ADMINISTRATOR DETERMINES
THAT THE AWARD IS TO VEST UPON THE ACHIEVEMENT OF PERFORMANCE CRITERIA AND THE
PERIOD FOR MEASURING SUCH PERFORMANCE WILL COVER AT LEAST TWELVE (12) MONTHS.
NOTWITHSTANDING THE FOREGOING SENTENCE, THE ADMINISTRATOR, IN ITS SOLE