PLAN.
THE COMMITTEE SHALL DETERMINE THE OFFICERS
AND EMPLOYEES TO WHOM AND THE TIME OR TIMES AT WHICH PERFORMANCE UNITS SHALL BE
AWARDED, THE NUMBER OF PERFORMANCE UNITS TO BE AWARDED TO ANY PARTICIPANT
(SUBJECT TO THE AGGREGATE LIMIT ON GRANTS TO INDIVIDUAL PARTICIPANTS SET FORTH
IN SECTION 3), THE DURATION OF THE AWARD CYCLE AND ANY OTHER TERMS AND
CONDITIONS OF THE AWARD, IN ADDITION TO THOSE CONTAINED IN SECTION 8(B).
The Committee may condition the settlement of or grant of Performance Units upon
the continued service of the participant, the attainment of Performance Goals,
or both, and may designate an Award of Performance Units as a Qualified
Performance-Based Award.
The provisions of such Awards (including the
applicable Performance Goals) need not be the same with respect to each
recipient.
16
(B)
TERMS AND CONDITIONS.
PERFORMANCE UNITS AWARDS SHALL BE SUBJECT
TO THE FOLLOWING TERMS AND CONDITIONS:
(I)
SUBJECT TO THE PROVISIONS OF THE PLAN AND THE PERFORMANCE UNITS
AGREEMENT REFERRED TO IN SECTION 8(B)(VI), PERFORMANCE UNITS MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, PLEDGED OR 11 OTHERWISE ENCUMBERED DURING THE AWARD
CYCLE.
AT THE EXPIRATION OF THE AWARD CYCLE, THE COMMITTEE SHALL EVALUATE THE
CORPORATION'S PERFORMANCE IN LIGHT OF THE PERFORMANCE GOALS FOR SUCH AWARD TO
THE EXTENT APPLICABLE, AND SHALL DETERMINE THE NUMBER OF PERFORMANCE UNITS
GRANTED TO THE PARTICIPANT WHICH HAVE BEEN EARNED, AND THE COMMITTEE MAY THEN
ELECT TO DELIVER (1) A NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE NUMBER OF
PERFORMANCE UNITS DETERMINED BY THE COMMITTEE TO HAVE BEEN EARNED, OR (2) CASH
EQUAL TO THE FAIR MARKET VALUE OF SUCH NUMBER OF SHARES OF COMMON STOCK TO THE
PARTICIPANT.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 8(B)(III) OR IN THE AWARD,
A PERFORMANCE UNIT SHALL BE SETTLED IF AND WHEN THE PERFORMANCE UNITS VEST (BUT
NO IN EVENT LATER THAN TWO AND A HALF MONTHS AFTER THE END OF THE FISCAL YEAR IN
WHICH THE PERFORMANCE UNITS VEST).
(II)
EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE APPLICABLE
PERFORMANCE UNIT AGREEMENT AND SECTIONS 8(B)(III) AND 11(A)(III), UPON A
PARTICIPANT'S TERMINATION OF EMPLOYMENT FOR ANY REASON DURING THE AWARD CYCLE OR
BEFORE ANY APPLICABLE PERFORMANCE GOALS ARE SATISFIED, THE RIGHTS TO THE SHARES
STILL COVERED BY THE PERFORMANCE UNITS AWARD SHALL BE FORFEITED BY THE
PARTICIPANT.
(III)
EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN SECTION 11(A)(III),
UPON A PARTICIPANT'S TERMINATION OF EMPLOYMENT (OTHER THAN FOR CAUSE), OR IN THE
EVENT OF A PARTICIPANT'S RETIREMENT, THE COMMITTEE SHALL HAVE THE DISCRETION TO
WAIVE, IN WHOLE OR IN PART, ANY OR ALL REMAINING PAYMENT LIMITATIONS (OTHER
THAN, IN THE CASE OF PERFORMANCE UNITS WITH RESPECT TO WHICH A PARTICIPANT IS A
COVERED EMPLOYEE, SATISFACTION OF ANY APPLICABLE PERFORMANCE GOALS, UNLESS THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT IS BY REASON OF DEATH OR DISABILITY)
WITH RESPECT TO ANY OR ALL OF SUCH PARTICIPANT'S PERFORMANCE UNITS; PROVIDED,
HOWEVER, IF ANY OF SUCH PARTICIPANT'S PERFORMANCE UNITS CONSTITUTE A
"NONQUALIFIED DEFERRED COMPENSATION PLAN" WITHIN THE MEANING OF SECTION 409A OF