OR, IF LESS THAN
90 DAYS, THE NUMBER OF DAYS WHICH IS EQUAL TO 25 PERCENT OF THE RELEVANT AWARD
PERIOD.
THE PERFORMANCE OBJECTIVES ESTABLISHED WITH RESPECT TO A PERFORMANCE
SHARE AWARD SHALL BE SPECIFIC PERFORMANCE TARGETS ESTABLISHED BY THE COMMITTEE
WITH RESPECT TO ONE OR MORE OF THE FOLLOWING CRITERIA SELECTED BY THE COMMITTEE:
(I) CONSOLIDATED EARNINGS BEFORE OR AFTER TAXES (INCLUDING EARNINGS BEFORE
INTEREST, TAXES, DEPRECIATION AND AMORTIZATION); (II) NET INCOME; (III)
OPERATING INCOME; (IV) EARNINGS PER SHARE; (V) BOOK VALUE PER SHARE; (VI) RETURN
ON STOCKHOLDERS' EQUITY; (VII) EXPENSE MANAGEMENT; (VIII) RETURN ON INVESTMENT;
(IX) IMPROVEMENTS IN CAPITAL STRUCTURE; (X) STOCK PRICE; (XI) COMBINED RATIO;
(XII) OPERATING RATIO; (XIII) PROFITABILITY OF AN IDENTIFIABLE BUSINESS UNIT OR
PRODUCT; (XIV) MAINTENANCE OR IMPROVEMENT OF PROFIT MARGINS; (XV) MARKET SHARE;
(XVI) REVENUES OR SALES; (XVII) COSTS; (XVIII) CASH FLOW; (XIX) WORKING CAPITAL;
(XX) RETURN ON ASSETS; (XXI) CUSTOMER SATISFACTION; (XXII) EMPLOYEE
SATISFACTION; AND (XXIII) ECONOMIC VALUE PER SHARE (COMPUTED BASED ON BOOK VALUE
PER SHARE DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
("GAAP") ADJUSTED FOR CHANGES IN THE INTRINSIC VALUE OF ASSETS AND LIABILITIES
WHOSE VALUE DIFFERS
A-11
FROM THEIR GAAP CARRYING VALUE).
THE FOREGOING CRITERIA MAY RELATE TO THE
COMPANY, ONE OR MORE OF ITS SUBSIDIARIES OR ONE OR MORE OF ITS DIVISIONS, UNITS,
PARTNERSHIPS, JOINT VENTURES OR MINORITY INVESTMENTS, PRODUCT LINES OR PRODUCTS
OR ANY COMBINATION OF THE FOREGOING, AND MAY BE APPLIED ON AN ABSOLUTE BASIS
AND/OR BE RELATIVE TO ONE OR MORE PEER GROUP COMPANIES OR INDICES, OR ANY
COMBINATION THEREOF, ALL AS THE COMMITTEE SHALL DETERMINE.
IN ADDITION, TO THE
DEGREE CONSISTENT WITH SECTION 162(M) OF THE CODE (OR ANY SUCCESSOR SECTION
THERETO), THE PERFORMANCE OBJECTIVES MAY BE CALCULATED WITHOUT REGARD TO
EXTRAORDINARY ITEMS.
(D)
THE AWARD PERIOD (THE "AWARD PERIOD") IN
RESPECT OF ANY GRANT OF A PERFORMANCE SHARE AWARD SHALL BE SUCH PERIOD AS THE
COMMITTEE SHALL DETERMINE COMMENCING AS OF THE BEGINNING OF THE FISCAL YEAR OF
THE COMPANY IN WHICH SUCH GRANT IS MADE.
AN AWARD PERIOD MAY CONTAIN A NUMBER
OF PERFORMANCE PERIODS; EACH PERFORMANCE PERIOD SHALL COMMENCE ON OR AFTER THE
FIRST DAY OF THE AWARD PERIOD AND SHALL END NO LATER THAN THE LAST DAY OF THE
AWARD PERIOD.
IF THE COMMITTEE DOES NOT SPECIFY IN A PERFORMANCE SHARE AWARD
AGREEMENT OR ELSEWHERE THE PERFORMANCE PERIODS CONTAINED IN AN AWARD PERIOD,
EACH 12-MONTH PERIOD BEGINNING WITH THE FIRST DAY OF SUCH AWARD PERIOD SHALL BE
DEEMED TO BE A PERFORMANCE PERIOD.
(E)
EXCEPT AS OTHERWISE DETERMINED BY THE
COMMITTEE, PERFORMANCE SHARES SHALL BE CANCELED IF THE PARTICIPANT'S CONTINUOUS
EMPLOYMENT WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES SHALL TERMINATE FOR ANY
REASON PRIOR TO THE END OF THE AWARD PERIOD (IN WHICH EVENT THE ASSOCIATED STOCK
OPTION, IF ANY, SHALL CONTINUE IN EFFECT IN ACCORDANCE WITH ITS TERMS), EXCEPT
BY REASON OF A PERIOD OF RELATED EMPLOYMENT AS DEFINED IN SECTION 10, AND EXCEPT
AS OTHERWISE SPECIFIED IN THIS SECTION 7(E) OR IN SECTION 7(F).
NOTWITHSTANDING