and such shares may again
be the subject of allocations hereunder.
(c)
Payment of Bonus Shares or Performance
Awards.
The Committee shall in its sole discretion determine the distribution
of Performance Awards and Bonus Shares, both of which, to the extent payable in
shares of Common Stock (Nonvoting), may be paid from authorized but unissued
shares or from treasury shares.
All authorized and unissued shares of Common
Stock (Nonvoting) issued in settlement of Bonus Shares or Performance Awards in
accordance with the Plan shall be fully paid and non-assessable shares and free
from preemptive rights.
4.
Awards.
AWARDS UNDER THE PLAN MAY CONSIST OF (I) BONUS SHARES OR (II) STOCK OR CASH
AWARDS BASED ON ACHIEVEMENT OF PERFORMANCE GOALS ("PERFORMANCE AWARDS").
AWARDS
SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN AND, IN ACCORDANCE WITH
SECTION 8(A), MAY BE EVIDENCED BY AN AGREEMENT CONTAINING SUCH ADDITIONAL TERMS
AND CONDITIONS, NOT INCONSISTENT WITH THE PROVISIONS OF THE PLAN, AS THE
COMMITTEE SHALL DEEM DESIRABLE.
5.
Performance Awards.
(A)
TYPES OF PERFORMANCE AWARDS.
THE COMMITTEE
MAY GRANT PERFORMANCE AWARDS TO ELIGIBLE EMPLOYEES IN THE FORM OF (I) ACTUAL
SHARES OF COMMON STOCK (NONVOTING), (II) COMMON STOCK (NONVOTING) UNITS HAVING A
VALUE EQUAL TO AN IDENTICAL NUMBER OF SHARES OF COMMON STOCK (NONVOTING) OR
(III) CASH.
IN THE EVENT THAT A SHARE CERTIFICATE IS ISSUED IN RESPECT OF A
PERFORMANCE AWARD BEFORE SUCH AWARD IS EARNED, SUCH CERTIFICATE SHALL BE
REGISTERED IN THE NAME OF THE PARTICIPANT, BUT SHALL BE HELD BY THE COMPANY
UNTIL THE TIME THE SHARES ISSUED PURSUANT TO A PERFORMANCE AWARD ARE EARNED.
THE VESTING OR EXERCISE OF A PERFORMANCE AWARD MAY BE CONDITIONED ON ANY
COMBINATION OF THE ACHIEVEMENT OF ONE OR MORE PERFORMANCE OBJECTIVES AS THE
COMMITTEE SHALL DETERMINE AT THE TIME OF GRANT.
THE LENGTH OF ANY PERFORMANCE
PERIOD SHALL BE DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION.
THE
COMMITTEE SHALL ALSO DETERMINE IN ITS SOLE DISCRETION WHETHER PERFORMANCE AWARDS
SHALL BE PAID IN CASH, SHARES OF COMMON STOCK (NONVOTING), OR A COMBINATION OF
CASH AND SHARES OF COMMON STOCK
17
(NONVOTING), BASED ON THE FAIR MARKET VALUE OF THE COMMON STOCK (NONVOTING) ON
THE DATE THE AWARD IS EARNED.
(B)
PERFORMANCE OBJECTIVES. WITH RESPECT TO EACH
PERFORMANCE AWARD, THE COMMITTEE SHALL ESTABLISH THE PERFORMANCE OBJECTIVE
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
OBJECTIVE 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.