DATE OF GRANT.
THE COMMITTEE SHALL SET PERFORMANCE GOALS WHICH,
DEPENDING ON THE EXTENT TO WHICH THEY ARE MET, WILL DETERMINE THE NUMBER OR
VALUE OF PERFORMANCE UNITS OR PERFORMANCE SHARES THAT WILL BE PAID OUT TO THE
GRANTEE.
FOR PURPOSES OF THIS ARTICLE 9, THE TIME PERIOD DURING WHICH THE
PERFORMANCE GOALS MUST BE MET SHALL BE CALLED A "PERFORMANCE PERIOD."
9.3
EARNING OF PERFORMANCE UNITS AND PERFORMANCE SHARES.
SUBJECT
TO THE TERMS OF THIS PLAN, AFTER THE APPLICABLE PERFORMANCE PERIOD HAS ENDED,
THE HOLDER OF PERFORMANCE UNITS OR PERFORMANCE SHARES SHALL BE ENTITLED TO
RECEIVE A PAYOUT BASED ON THE NUMBER AND VALUE OF PERFORMANCE UNITS OR
PERFORMANCE SHARES EARNED BY THE GRANTEE OVER THE PERFORMANCE PERIOD, TO
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BE DETERMINED AS A FUNCTION OF THE EXTENT TO WHICH THE CORRESPONDING PERFORMANCE
GOALS HAVE BEEN ACHIEVED.
If a Grantee is promoted, demoted or transferred to a different business unit of
the Company during a Performance Period, then, to the extent the Committee
determines the performance goals or Performance Period are no longer
appropriate, the Committee may adjust, change or eliminate the performance goals
or the applicable Performance Period as it deems appropriate in order to make
them appropriate and comparable to the initial performance goals or Performance
Period.
9.4
FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS AND PERFORMANCE
SHARES.
PAYMENT OF EARNED PERFORMANCE UNITS OR PERFORMANCE SHARES SHALL BE MADE
IN A LUMP SUM FOLLOWING THE CLOSE OF THE APPLICABLE PERFORMANCE PERIOD.
THE
COMMITTEE MAY PAY EARNED PERFORMANCE UNITS OR PERFORMANCE SHARES IN THE FORM OF
CASH OR IN SHARES (OR IN A COMBINATION THEREOF) WHICH HAVE AN AGGREGATE FAIR
MARKET VALUE EQUAL TO THE VALUE OF THE EARNED PERFORMANCE UNITS OR PERFORMANCE
SHARES AT THE CLOSE OF THE APPLICABLE PERFORMANCE PERIOD.
SUCH SHARES MAY BE
GRANTED SUBJECT TO ANY RESTRICTIONS DEEMED APPROPRIATE BY THE COMMITTEE.
THE
FORM OF PAYOUT OF SUCH AWARDS SHALL BE SET FORTH IN THE AWARD AGREEMENT
PERTAINING TO THE GRANT OF THE AWARD.
As determined by the Committee, a Grantee may be entitled to receive any
dividends declared with respect to Shares which have been earned in connection
with grants of Performance Units or Performance Shares but not yet distributed
to the Grantee.
In addition, a Grantee may, as determined by the Committee, be
entitled to exercise his or her voting rights with respect to such Shares.
Article 10.
Bonus Shares
Subject to the terms of the Plan, the Committee may grant Bonus Shares to any
Eligible Person, in such amount and upon such terms and at any time and from
time to time as shall be determined by the Committee.
The terms of such Bonus
Shares shall be set forth in the Award Agreement pertaining to the grant of the
Award.
Article 11.
Beneficiary Designation
Each Grantee under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case