ONE OR MORE BUSINESS
UNITS OR DIVISIONS OR AFFILIATES.
THE TARGETED LEVEL OR LEVELS OF PERFORMANCE
(WHICH MAY INCLUDE MINIMUM, MAXIMUM AND TARGET LEVELS OF PERFORMANCE) WITH
RESPECT TO SUCH PERFORMANCE MEASURES MAY BE ESTABLISHED AT SUCH LEVELS AND IN
SUCH TERMS AS THE COMMITTEE MAY DETERMINE, IN ITS DISCRETION, INCLUDING IN
ABSOLUTE TERMS, AS A GOAL RELATIVE TO PERFORMANCE IN PRIOR PERIODS, OR AS A GOAL
COMPARED TO THE PERFORMANCE OF ONE OR MORE COMPARABLE COMPANIES OR AN INDEX
COVERING MULTIPLE COMPANIES.
WHEN ESTABLISHING PERFORMANCE GOALS FOR A
PERFORMANCE PERIOD, THE COMMITTEE MAY EXCLUDE ANY OR ALL "EXTRAORDINARY ITEMS"
AS DETERMINED UNDER U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES INCLUDING,
WITHOUT LIMITATION, THE CHARGES OR COSTS ASSOCIATED WITH RESTRUCTURINGS OF THE
COMPANY, DISCONTINUED OPERATIONS, OTHER UNUSUAL OR NONRECURRING ITEMS, AND THE
CUMULATIVE EFFECTS OF ACCOUNTING CHANGES.
11.3
ADDITIONAL REQUIREMENTS.
ANY AWARD THAT IS INTENDED TO QUALIFY AS
"PERFORMANCE-BASED COMPENSATION" SHALL ALSO BE SUBJECT TO THE FOLLOWING:
(A)
NO LATER THAN 90 DAYS FOLLOWING THE COMMENCEMENT OF EACH
PERFORMANCE PERIOD (OR SUCH OTHER TIME AS MAY BE REQUIRED OR PERMITTED BY
SECTION 162(M) OF THE CODE), THE COMMITTEE SHALL, IN WRITING, (1) GRANT A TARGET
NUMBER OF SHARES OR UNITS, (2) SELECT THE PERFORMANCE GOAL OR GOALS APPLICABLE
TO THE PERFORMANCE PERIOD AND (3) SPECIFY THE RELATIONSHIP BETWEEN PERFORMANCE
GOALS AND THE NUMBER OF SHARES OR UNITS THAT MAY BE EARNED BY A PARTICIPANT FOR
SUCH PERFORMANCE PERIOD.
(B)
FOLLOWING THE COMPLETION OF EACH PERFORMANCE PERIOD, THE COMMITTEE
SHALL CERTIFY IN WRITING, WHICH MAY INCLUDE A RESOLUTION OF THE COMMITTEE,
WHETHER THE APPLICABLE PERFORMANCE TARGETS HAVE BEEN ACHIEVED AND THE NUMBER OF
UNITS OR SHARES, IF ANY, EARNED BY A PARTICIPANT FOR SUCH PERFORMANCE PERIOD.
(C)
IN DETERMINING THE NUMBER OF UNITS OR SHARES EARNED BY A
PARTICIPANT FOR A GIVEN PERFORMANCE PERIOD, THE COMMITTEE SHALL HAVE THE RIGHT
TO REDUCE (BUT NOT INCREASE) THE AMOUNT EARNED AT A GIVEN LEVEL OF PERFORMANCE
TO TAKE INTO ACCOUNT ADDITIONAL FACTORS THAT THE COMMITTEE MAY DEEM RELEVANT TO
THE ASSESSMENT OF INDIVIDUAL OR CORPORATE PERFORMANCE FOR THE PERFORMANCE
PERIOD.
12.
STOCK AWARDS.
12.1
GRANT OF STOCK AWARDS.
A STOCK AWARD MAY BE GRANTED TO ANY ELIGIBLE
PERSON SELECTED BY THE COMMITTEE.
A STOCK AWARD MAY BE GRANTED FOR PAST
SERVICES, IN LIEU OF BONUS OR OTHER CASH COMPENSATION OR FOR ANY OTHER VALID
PURPOSE AS DETERMINED BY THE COMMITTEE.
A STOCK AWARD GRANTED TO AN ELIGIBLE
PERSON REPRESENTS SHARES OF COMMON STOCK THAT ARE ISSUED WITHOUT RESTRICTIONS ON
TRANSFER AND OTHER INCIDENTS OF OWNERSHIP AND FREE OF FORFEITURE CONDITIONS,
EXCEPT AS OTHERWISE PROVIDED IN THE PLAN AND THE AWARD AGREEMENT.
THE COMMITTEE
MAY, IN CONNECTION WITH ANY STOCK AWARD, REQUIRE THE PAYMENT OF A SPECIFIED
PURCHASE PRICE.
12.2
RIGHTS AS SHAREHOLDER.
SUBJECT TO THE FOREGOING PROVISIONS OF THIS
SECTION 12 AND THE APPLICABLE AWARD AGREEMENT, UPON THE ISSUANCE OF THE COMMON
STOCK UNDER A STOCK AWARD THE PARTICIPANT SHALL HAVE ALL RIGHTS OF A SHAREHOLDER
WITH RESPECT TO THE SHARES OF COMMON STOCK,