AND PERFORMANCE UNITS. UNLESS
OTHERWISE PROVIDED BY THE COMMITTEE IN GRANTING A PERFORMANCE AWARD, EACH
PERFORMANCE SHARE SHALL HAVE AN INITIAL VALUE EQUAL TO THE FAIR MARKET VALUE OF
ONE (1) SHARE OF STOCK, SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 4(C), ON
THE EFFECTIVE DATE OF GRANT OF THE PERFORMANCE SHARE, AND EACH PERFORMANCE UNIT
SHALL HAVE AN INITIAL VALUE OF ONE HUNDRED DOLLARS ($100). THE FINAL VALUE
PAYABLE TO THE PARTICIPANT IN SETTLEMENT OF A PERFORMANCE AWARD DETERMINED ON
THE BASIS OF THE APPLICABLE PERFORMANCE AWARD FORMULA WILL DEPEND ON THE EXTENT
TO WHICH PERFORMANCE GOALS ESTABLISHED BY THE COMMITTEE ARE ATTAINED WITHIN THE
A-22
APPLICABLE PERFORMANCE PERIOD ESTABLISHED BY THE COMMITTEE.
NO PARTICIPANT
SHALL BE GRANTED, WITHIN ANY ONE FISCAL YEAR OF THE COMPANY, PERFORMANCE UNITS
WHICH IN THE AGGREGATE MAY HAVE A MAXIMUM FINAL VALUE IN EXCESS OF $2,000,000.
(C)
ESTABLISHMENT OF PERFORMANCE PERIOD, PERFORMANCE GOALS AND
PERFORMANCE AWARD FORMULA. IN GRANTING EACH PERFORMANCE AWARD, THE COMMITTEE
SHALL ESTABLISH IN WRITING THE APPLICABLE PERFORMANCE PERIOD, PERFORMANCE AWARD
FORMULA AND ONE OR MORE PERFORMANCE GOALS WHICH, WHEN MEASURED AT THE END OF THE
PERFORMANCE PERIOD, SHALL DETERMINE ON THE BASIS OF THE PERFORMANCE AWARD
FORMULA THE FINAL VALUE OF THE PERFORMANCE AWARD TO BE PAID TO THE PARTICIPANT.
UNLESS OTHERWISE PERMITTED IN COMPLIANCE WITH THE REQUIREMENTS UNDER
SECTION 162(M) WITH RESPECT TO "PERFORMANCE-BASED COMPENSATION," THE COMMITTEE
SHALL ESTABLISH THE PERFORMANCE GOAL(S) AND PERFORMANCE AWARD FORMULA APPLICABLE
TO EACH PERFORMANCE AWARD NO LATER THAN THE EARLIER OF (A) THE DATE NINETY (90)
DAYS AFTER THE COMMENCEMENT OF THE APPLICABLE PERFORMANCE PERIOD OR (B) THE DATE
ON WHICH 25% OF THE PERFORMANCE PERIOD HAS ELAPSED, AND, IN ANY EVENT, AT A TIME
WHEN THE OUTCOME OF THE PERFORMANCE GOALS REMAINS SUBSTANTIALLY UNCERTAIN.
EXCEPT AS PROVIDED IN SECTION 10(D)(III), ONCE ESTABLISHED, THE PERFORMANCE
GOALS AND PERFORMANCE AWARD FORMULA SHALL NOT BE CHANGED DURING THE PERFORMANCE
PERIOD. THE COMPANY SHALL NOTIFY EACH PARTICIPANT GRANTED A PERFORMANCE AWARD OF
THE TERMS OF SUCH AWARD, INCLUDING THE PERFORMANCE PERIOD, PERFORMANCE
GOAL(S) AND PERFORMANCE AWARD FORMULA. NOTWITHSTANDING THE FOREGOING, OR ANY
OTHER PROVISION OF THE PLAN, ALL PERFORMANCE AWARDS SHALL PROVIDE FOR A
PERFORMANCE PERIOD OF AT LEAST 12 MONTHS; PROVIDED, HOWEVER, THAT UP TO 10% OF
THE AUTHORIZED SHARES UNDER THIS PLAN MAY BE SUBJECT TO FULL VALUE AWARDS WHICH
DO NOT MEET THIS VESTING GUIDELINE.
(D)
MEASUREMENT OF PERFORMANCE GOALS. PERFORMANCE GOALS SHALL BE
ESTABLISHED BY THE COMMITTEE ON THE BASIS OF TARGETS TO BE ATTAINED
("PERFORMANCE TARGETS") WITH RESPECT TO ONE OR MORE MEASURES OF BUSINESS OR
FINANCIAL PERFORMANCE (EACH, A "PERFORMANCE MEASURE"), SUBJECT TO THE FOLLOWING:
(I)
PERFORMANCE MEASURES. PERFORMANCE MEASURES SHALL HAVE THE SAME
MEANINGS AS USED IN THE COMPANY'S FINANCIAL STATEMENTS, OR, IF SUCH TERMS ARE
NOT USED IN THE COMPANY'S FINANCIAL STATEMENTS, THEY SHALL HAVE THE MEANINGS
USED GENERALLY IN THE COMPANY'S INDUSTRY. PERFORMANCE MEASURES SHALL BE
CALCULATED WITH RESPECT TO THE COMPANY AND EACH SUBSIDIARY COMPANY CONSOLIDATED
THEREWITH FOR FINANCIAL REPORTING PURPOSES OR SUCH DIVISION