THE
PERFORMANCE PERIOD AND THE 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 MARCH 15, 2009.
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
5
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 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