DETERMINATION BY THE COMMITTEE (OR THE INDEPENDENT
MEMBERS OF THE BOARD OF DIRECTORS) OF THE LEVEL OF ATTAINMENT OF THE MANAGEMENT
OBJECTIVES, BUT IN NO EVENT SHALL SUCH PAYMENT OCCUR AFTER
.
PERFORMANCE SHARES WILL BE FORFEITED IF THEY ARE NOT
EARNED AT THE END OF THE PERFORMANCE PERIOD AND, EXCEPT AS OTHERWISE PROVIDED IN
THIS AGREEMENT, IF THE GRANTEE CEASES TO BE EMPLOYED BY THE CORPORATION OR A
SUBSIDIARY AT ANY TIME PRIOR TO SUCH SHARES BECOMING EARNED.
TO THE EXTENT THAT
THE CORPORATION OR ANY SUBSIDIARY IS REQUIRED TO WITHHOLD ANY FEDERAL, STATE,
LOCAL OR FOREIGN TAX IN CONNECTION WITH THE PAYMENT OF EARNED PERFORMANCE SHARES
PURSUANT TO THIS AGREEMENT, IT SHALL BE A CONDITION TO THE RECEIPT OF SUCH
PERFORMANCE SHARES THAT THE GRANTEE MAKE ARRANGEMENTS SATISFACTORY TO THE
CORPORATION OR SUCH SUBSIDIARY FOR PAYMENT OF SUCH TAXES REQUIRED TO BE
WITHHELD.
THIS TAX WITHHOLDING OBLIGATION SHALL BE SATISFIED BY THE CORPORATION
WITHHOLDING PERFORMANCE SHARES OTHERWISE PAYABLE PURSUANT TO THIS AWARD.
8.
CASH DIVIDENDS.
CASH DIVIDENDS ON THE
PERFORMANCE SHARES COVERED BY THIS AGREEMENT SHALL BE SEQUESTERED BY THE
CORPORATION FROM AND AFTER THE DATE OF GRANT UNTIL SUCH TIME AS ANY OF SUCH
PERFORMANCE SHARES BECOME EARNED IN ACCORDANCE WITH THIS AGREEMENT, WHEREUPON
SUCH DIVIDENDS SHALL BE CONVERTED INTO A NUMBER OF COMMON SHARES (BASED ON THE
MARKET VALUE PER SHARE ON THE DATE SUCH PERFORMANCE SHARES BECOME EARNED) TO THE
EXTENT SUCH DIVIDENDS ARE ATTRIBUTABLE TO PERFORMANCE SHARES THAT HAVE BECOME
EARNED.
TO THE EXTENT THAT PERFORMANCE SHARES COVERED BY THIS AGREEMENT ARE
FORFEITED, ALL OF THE DIVIDENDS SEQUESTERED WITH RESPECT TO SUCH PERFORMANCE
SHARES SHALL ALSO BE FORFEITED.
NO INTEREST SHALL BE PAYABLE WITH RESPECT TO
ANY SUCH DIVIDENDS.
9.
NON-ASSIGNABILITY.
THE PERFORMANCE
SHARES AND THE COMMON SHARES SUBJECT TO THIS GRANT OF PERFORMANCE SHARES ARE
PERSONAL TO THE GRANTEE AND MAY NOT BE SOLD, EXCHANGED, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF BY THE GRANTEE UNTIL THEY BECOME
EARNED AS PROVIDED IN THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE GRANTEE'S
RIGHTS WITH RESPECT TO SUCH PERFORMANCE SHARES AND COMMON SHARES MAY BE
TRANSFERRED
5
BY WILL OR PURSUANT TO THE LAWS OF DESCENT AND DISTRIBUTION.
ANY PURPORTED
TRANSFER OR ENCUMBRANCE IN VIOLATION OF THE PROVISIONS OF THIS SECTION 9, SHALL
BE VOID, AND THE OTHER PARTY TO ANY SUCH PURPORTED TRANSACTION SHALL NOT OBTAIN
ANY RIGHTS TO OR INTEREST IN SUCH PERFORMANCE SHARES OR COMMON SHARES.
10.
ADJUSTMENTS.
IN THE EVENT OF ANY CHANGE IN
THE NUMBER OF COMMON SHARES BY REASON OF A MERGER, CONSOLIDATION,
REORGANIZATION, RECAPITALIZATION, OR SIMILAR TRANSACTION, OR IN THE EVENT OF A
STOCK DIVIDEND, STOCK SPLIT, OR DISTRIBUTION TO SHAREHOLDERS (OTHER THAN NORMAL
CASH DIVIDENDS), THE COMMITTEE SHALL ADJUST THE NUMBER AND CLASS OF SHARES
SUBJECT TO OUTSTANDING PERFORMANCE SHARES AND OTHER VALUE DETERMINATIONS
APPLICABLE TO OUTSTANDING PERFORMANCE SHARES.
NO ADJUSTMENT PROVIDED FOR IN
THIS SECTION 10 SHALL REQUIRE THE CORPORATION TO ISSUE ANY FRACTIONAL SHARE.
11.
COMPLIANCE WITH SECTION 409A OF THE CODE.
TO THE EXTENT