(II)
WERE AWARDED IN CONJUNCTION WITH AN
ASSOCIATED STOCK OPTION, THE COMMITTEE SHALL DETERMINE, IN ACCORDANCE WITH
CRITERIA SPECIFIED BY THE COMMITTEE WHEN THE AWARD WAS MADE, (A) TO CANCEL THE
PERFORMANCE SHARES, IN WHICH EVENT NO AMOUNT IN RESPECT THEREOF SHALL BE PAID TO
THE PARTICIPANT OR HIS BENEFICIARY, AND THE ASSOCIATED STOCK OPTION SHALL
CONTINUE IN EFFECT IN ACCORDANCE WITH ITS TERMS, (B) TO PAY THE ACTUAL VALUE OF
THE PERFORMANCE SHARES TO THE PARTICIPANT OR HIS BENEFICIARY, IN WHICH EVENT THE
ASSOCIATED STOCK OPTION SHALL BE CANCELLED, OR (C) TO PAY TO THE PARTICIPANT OR
HIS BENEFICIARY THE ACTUAL VALUE OF ONLY A PORTION OF THE PERFORMANCE SHARES, IN
WHICH EVENT (1) ALL SUCH PERFORMANCE SHARES SHALL BE CANCELLED AND (2) THE
ASSOCIATED STOCK OPTION SHALL BE CANCELLED ONLY AS TO A NUMBER OF SHARES EQUAL
TO THE NUMBER OF PERFORMANCE SHARES SO PAID.
SUCH DETERMINATION BY THE
COMMITTEE SHALL, IF PRACTICABLE, BE MADE DURING THE THREE-MONTH PERIOD FOLLOWING
THE END OF THE PERFORMANCE PERIOD, OR DURING SUCH EARLIER PERIOD AS SHALL BE
DESIGNATED BY THE COMMITTEE AND SHALL BE MADE PURSUANT TO CRITERIA, SPECIFIED BY
THE COMMITTEE, WHICH SHALL BE UNIFORM FOR ALL AWARDS HAVING THE SAME PERFORMANCE
PERIOD.
(H)
UNLESS PAYMENT IS DEFERRED IN ACCORDANCE
WITH AN ELECTION MADE BY THE PARTICIPANT IN ACCORDANCE WITH PROCEDURES ADOPTED
BY THE COMPANY, PAYMENT OF ANY AMOUNT IN RESPECT OF THE PERFORMANCE SHARES SHALL
BE MADE BY THE COMPANY NO LATER THAN 2 1/2 MONTHS AFTER THE END OF THE COMPANY'S
FISCAL YEAR IN WHICH SUCH PERFORMANCE SHARES ARE EARNED, AND MAY BE MADE IN
CASH, IN SHARES OR PARTLY IN CASH AND PARTLY IN SHARES AS DETERMINED BY THE
COMMITTEE.
8.
PERFORMANCE UNITS
The grant of a Performance Unit Award to a participant will entitle him to
receive, without payment to the Company, all or part of a specified amount (the
"Earned Value") determined by the Committee, if the terms and conditions
specified herein and in the Award are satisfied.
Payment in respect of a
Performance Unit Award shall be made as provided in Section 8(h).
Each
Performance Unit Award shall be subject to the following terms and conditions:
A-15
(A)
THE COMMITTEE SHALL DETERMINE THE TARGET
NUMBER OF PERFORMANCE UNITS TO BE GRANTED TO A PARTICIPANT.
THE MAXIMUM NUMBER
OF PERFORMANCE UNITS THAT MAY BE EARNED BY A PARTICIPANT FOR ANY SINGLE AWARD
PERIOD OF ONE YEAR OR LONGER SHALL NOT EXCEED 50,000.
PERFORMANCE UNIT AWARDS
MAY BE GRANTED IN DIFFERENT CLASSES OR SERIES HAVING DIFFERENT TERMS AND
CONDITIONS.
(B)
THE EARNED VALUE OF AN AWARD OF PERFORMANCE
UNITS SHALL BE THE PRODUCT OF (I) THE TARGET NUMBER OF PERFORMANCE UNITS SUBJECT
TO THE PERFORMANCE UNIT AWARD, (II) THE PERFORMANCE PERCENTAGE (AS DETERMINED
BELOW) APPLICABLE TO THE PERFORMANCE UNIT AWARD AND (III) THE VALUE (AS
DETERMINED BELOW) OF A UNIT ON THE DATE THE AWARD IS PAID OR BECOMES PAYABLE TO
THE EMPLOYEE.
THE "PERFORMANCE PERCENTAGE" APPLICABLE TO A PERFORMANCE UNIT
AWARD SHALL BE A