ALL OTHER TERMS AND CONDITIONS OF SUCH AWARDS (INCLUDING, WITHOUT
LIMITATION, THE VESTING PROVISIONS THEREOF AND PROVISIONS ENSURING THAT ALL
SHARES SO AWARDED AND ISSUED SHALL BE FULLY PAID AND NON-ASSESSABLE).
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CERTAIN OTHER STOCK-BASED
AWARDS GRANTED UNDER THIS SECTION 6 MAY BE GRANTED IN A MANNER WHICH IS INTENDED
TO BE DEDUCTIBLE BY THE COMPANY UNDER SECTION 162(M) OF THE CODE (OR ANY
SUCCESSOR SECTION THERETO) ("PERFORMANCE-BASED AWARDS").
A PARTICIPANT'S
PERFORMANCE-BASED AWARD SHALL BE DETERMINED BASED ON THE ATTAINMENT OF WRITTEN
PERFORMANCE GOALS APPROVED BY THE COMMITTEE FOR A PERFORMANCE PERIOD ESTABLISHED
BY THE COMMITTEE (I) WHILE THE OUTCOME FOR THAT PERFORMANCE PERIOD IS
SUBSTANTIALLY UNCERTAIN AND (II) NO MORE THAN 90 DAYS AFTER THE COMMENCEMENT OF
THE PERFORMANCE PERIOD TO WHICH THE PERFORMANCE GOAL RELATES OR, IF LESS, THE
NUMBER OF DAYS WHICH IS EQUAL TO 25 PERCENT OF THE RELEVANT PERFORMANCE PERIOD.
THE PERFORMANCE GOALS, WHICH MUST BE OBJECTIVE, SHALL BE BASED UPON ONE OR MORE
OF THE FOLLOWING CRITERIA: (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 SHAREHOLDERS' EQUITY; (VII) EXPENSE MANAGEMENT;
(VIII) RETURN ON INVESTMENT; (IX) IMPROVEMENTS IN CAPITAL STRUCTURE;
(X) PROFITABILITY OF AN IDENTIFIABLE BUSINESS UNIT OR PRODUCT; (XI) MAINTENANCE
OR IMPROVEMENT OF PROFIT MARGINS; (XII) STOCK PRICE; (XIII) MARKET SHARE; (XIV)
REVENUES OR SALES; (XV) COSTS; (XVI) CASH FLOW; (XVII) WORKING CAPITAL (XVIII)
RETURN ON ASSETS AND (XIX) TOTAL SHAREHOLDER RETURN.
THE FOREGOING CRITERIA MAY
RELATE TO THE COMPANY, ONE OR MORE OF ITS AFFILIATES OR ONE OR MORE OF ITS OR
THEIR DIVISIONS OR UNITS, 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 GOALS MAY BE CALCULATED
WITHOUT REGARD TO EXTRAORDINARY ITEMS.
THE MAXIMUM AMOUNT OF A
PERFORMANCE-BASED AWARD DURING A CALENDAR YEAR TO ANY PARTICIPANT SHALL BE:
(X) WITH RESPECT TO PERFORMANCE-BASED AWARDS THAT ARE DENOMINATED IN SHARES,
5,000,000 SHARES AND (Y) WITH RESPECT TO PERFORMANCE-BASED AWARDS THAT ARE NOT
DENOMINATED IN SHARES, $10,000,000.
THE COMMITTEE SHALL DETERMINE WHETHER, WITH
RESPECT TO A PERFORMANCE PERIOD, THE APPLICABLE PERFORMANCE GOALS HAVE BEEN MET
WITH RESPECT TO A GIVEN PARTICIPANT AND, IF THEY HAVE, SHALL SO CERTIFY AND
ASCERTAIN THE AMOUNT OF THE APPLICABLE PERFORMANCE-BASED AWARD.
NO
PERFORMANCE-BASED AWARDS WILL BE PAID FOR SUCH PERFORMANCE PERIOD UNTIL SUCH
CERTIFICATION IS MADE BY THE COMMITTEE.
THE AMOUNT OF THE PERFORMANCE-BASED
AWARD ACTUALLY PAID TO A GIVEN PARTICIPANT MAY BE LESS THAN THE AMOUNT
DETERMINED BY THE APPLICABLE PERFORMANCE GOAL FORMULA, AT THE DISCRETION OF THE
COMMITTEE.
THE AMOUNT OF THE PERFORMANCE-BASED AWARD DETERMINED BY THE
COMMITTEE FOR A PERFORMANCE PERIOD SHALL BE PAID TO THE PARTICIPANT AT