the
period (the "Performance Cycle") during which, and the conditions under which, a
grantee's right to Performance Units will be vested, and the other terms and
conditions of the award in addition to those set forth in Section 7.2.
A
Performance Unit shall have a fixed dollar value.
The provisions of Performance
Unit awards need not be the same with respect to each grantee, and such awards
to individual grantees need not be the same in subsequent years.
7.2
Terms and Conditions.
The Performance Units
awarded pursuant to this Article VII shall be subject to the following terms and
conditions and such other terms and conditions, not inconsistent with the terms
of this Plan, as the Committee shall deem desirable:
(A)
CONDITIONS.
THE COMMITTEE, IN ITS SOLE
DISCRETION, SHALL SPECIFY THE PERFORMANCE CYCLE DURING WHICH, AND THE CONDITIONS
UNDER WHICH, THE GRANTEE'S RIGHT TO PERFORMANCE UNITS WILL BE VESTED.
THE
VESTING OF PERFORMANCE UNITS SHALL BE CONDITIONED UPON THE ATTAINMENT OF ONE OR
MORE PRE-ESTABLISHED PERFORMANCE GOALS, WHICH IF APPLICABLE MAY BE OBJECTIVE AND
ESTABLISHED IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 162(M) OF THE CODE
AND THE REGULATIONS PROMULGATED THEREUNDER.
TO MEET SUCH REQUIREMENTS,
OBJECTIVE PERFORMANCE GOALS MUST BE ESTABLISHED BY THE COMMITTEE IN WRITING NOT
LATER THAN 90 DAYS AFTER THE COMMENCEMENT OF THE PERFORMANCE CYCLE, PROVIDED
THAT THE OUTCOME IS SUBSTANTIALLY UNCERTAIN AT THE TIME THE GOAL IS
ESTABLISHED.
THE PERFORMANCE GOALS MAY BE BASED ON THE COMPANY'S STOCK PRICE,
RETURN ON ASSETS, RETURN ON CAPITAL EMPLOYED, RETURN ON SHAREHOLDERS' EQUITY,
EARNINGS, EARNINGS PER SHARE, TOTAL SHAREHOLDER RETURN, SALES, COSTS, SUCCESS IN
MEETING SPECIFIED PRODUCT DEVELOPMENT OR OTHER MILESTONES, OR OTHERWISE, WHETHER
RELATED TO THE PERFORMANCE OF OSIRIS, A PARTICULAR BUSINESS UNIT, INDIVIDUAL
PERFORMANCE, OR OTHERWISE, AS MAY BE ESTABLISHED BY THE COMMITTEE FROM TIME TO
TIME.
EXCEPT AS PROVIDED IN ANY APPLICABLE AGREEMENT, WHEN CIRCUMSTANCES OCCUR
THAT CAUSE PREDETERMINED PERFORMANCE OBJECTIVES TO BE AN INAPPROPRIATE MEASURE
OF PERFORMANCE, THE COMMITTEE, IN ITS DISCRETION, MAY ADJUST THE PERFORMANCE
GOALS.
(B)
AWARD CERTIFICATE.
EACH PERFORMANCE UNIT
AWARD SHALL BE EVIDENCED BY, AND SUBJECT TO THE TERMS OF, A PERFORMANCE UNIT
CERTIFICATE EXECUTED BY THE COMPANY.
THE PERFORMANCE UNIT CERTIFICATE SHALL
SPECIFY THE DOLLAR VALUE OF THE AWARD, THE APPLICABLE
13
PERFORMANCE CYCLE, THE APPLICABLE PERFORMANCE GOALS, AND THE OTHER TERMS AND
CONDITIONS APPLICABLE TO SUCH AWARD.
(C)
TERMINATION OF EMPLOYMENT.
UNLESS
OTHERWISE DETERMINED BY THE COMMITTEE AT THE TIME OF GRANT, THE PERFORMANCE
UNITS WILL BE FORFEITED UPON AN ELIGIBLE PERSON'S TERMINATION OF EMPLOYMENT OR
SERVICE DURING THE PERFORMANCE CYCLE FOR ANY REASON (INCLUDING DEATH, DISABILITY
OR RETIREMENT).
(D)
PAYOUTS.
AT THE END OF A PERFORMANCE
PERIOD, THE COMMITTEE SHALL DETERMINE THE EXTENT TO WHICH THE APPLICABLE
PERFORMANCE GOALS HAVE BEEN SATISFIED.
IN THE EVENT OF A PAYOUT WITH RESPECT TO
A PERFORMANCE UNIT AWARD, SUCH PAYOUT SHALL BE MADE NO LATER THAN TWO AND
ONE-HALF (21⁄2) MONTHS FOLLOWING THE END OF THE PERFORMANCE PERIOD.
PAYMENT MAY
BE MADE IN CASH, SHARES OF COMMON STOCK OR A