SPECIFIED PERFORMANCE GOALS. THE COMMITTEE IN
ITS SOLE DISCRETION SHALL DETERMINE WHETHER AND TO WHOM PERFORMANCE UNIT AWARDS
SHALL BE MADE, THE PERFORMANCE GOALS APPLICABLE UNDER EACH SUCH AWARD, THE
PERIODS DURING WHICH PERFORMANCE IS TO BE MEASURED AND ALL OTHER LIMITATIONS AND
CONDITIONS APPLICABLE TO A PERFORMANCE UNIT AWARD. PERFORMANCE GOALS MAY VARY
FROM GRANTEE TO GRANTEE AND BETWEEN GROUPS OF GRANTEE S AND SHALL BE BASED UPON
SUCH COMPANY, BUSINESS UNIT OR INDIVIDUAL PERFORMANCE FACTORS OR CRITERIA AS THE
COMMITTEE MAY DEEM APPROPRIATE, INCLUDING THOSE FACTORS DESCRIBED IN
SECTION 5(IV)(B) ABOVE. PERFORMANCE PERIODS
12
MAY OVERLAP AND GRANTEES MAY PARTICIPATE SIMULTANEOUSLY WITH RESPECT TO
PERFORMANCE UNIT AWARDS THAT ARE SUBJECT TO DIFFERENT PERFORMANCE PERIODS AND
DIFFERENT PERFORMANCE GOALS. THE COMMITTEE MAY ADJUST THE PERFORMANCE GOALS AND
PERIODS APPLICABLE TO A PERFORMANCE UNIT AWARD TO TAKE INTO ACCOUNT CHANGES IN
LAW AND ACCOUNTING AND TAX RULES AND TO MAKE SUCH ADJUSTMENTS AS THE COMMITTEE
DEEMS NECESSARY OR APPROPRIATE TO REFLECT THE INCLUSION OR EXCLUSION OF THE
IMPACT OF EXTRAORDINARY OR UNUSUAL ITEMS, EVENTS OR CIRCUMSTANCES IN ORDER TO
AVOID WINDFALLS OR HARDSHIPS. NOTWITHSTANDING THE DISCRETION THE COMMITTEE SHALL
HAVE UNDER THIS SECTION 12(A) WITH RESPECT TO ESTABLISHING PERFORMANCE GOALS, IN
ESTABLISHING SUCH PERFORMANCE GOALS AND ADMINISTERING THE PLAN IN CONNECTION
WITH SAME, THE COMMITTEE WILL COMPLY WITH THE REQUIREMENTS OF SECTION 162(M) OF
THE CODE TO THE EXTENT NECESSARY. PERFORMANCE UNITS MAY BE AWARDED INDEPENDENT
OF OR IN CONNECTION WITH THE GRANT OF ANY OTHER AWARD UNDER THE PLAN.
(B)
AWARD AGREEMENT. A GRANTEE SHALL HAVE NO RIGHTS WITH RESPECT TO A
PERFORMANCE UNIT AWARD UNLESS WITHIN SIXTY (60) DAYS OF THE GRANT OF SUCH AWARD
(OR SUCH SHORTER PERIOD AS THE COMMITTEE MAY SPECIFY) THE GRANTEE SHALL HAVE
ACCEPTED THE AWARD BY EXECUTING AND DELIVERING TO THE COMPANY A PERFORMANCE UNIT
AWARD AGREEMENT.
(C)
RESTRICTIONS ON TRANSFER. PERFORMANCE UNIT AWARDS AND ALL RIGHTS
WITH RESPECT TO SUCH AWARDS MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR
OTHERWISE ENCUMBERED, AND IF EXERCISABLE OVER A SPECIFIED PERIOD, SHALL BE
EXERCISABLE DURING THE GRANTEE'S LIFETIME ONLY BY THE GRANTEE OR THE GRANTEE'S
LEGAL REPRESENTATIVE OR GUARDIAN.
(D)
RIGHTS AS A SHAREHOLDER. A GRANTEE RECEIVING A PERFORMANCE UNIT
AWARD WILL HAVE RIGHTS OF A SHAREHOLDER ONLY AS TO SHARES OF STOCK ACTUALLY
RECEIVED BY THE GRANTEE UNDER THE PLAN AND NOT WITH RESPECT TO SHARES SUBJECT TO
THE AWARD BUT NOT ACTUALLY RECEIVED BY THE GRANTEE. A GRANTEE SHALL BE ENTITLED
TO RECEIVE A CERTIFICATE EVIDENCING THE ACQUISITION OF SHARES OF STOCK UNDER A
PERFORMANCE UNIT AWARD ONLY UPON SATISFACTION OF ALL CONDITIONS SPECIFIED IN THE
PERFORMANCE UNIT AWARD AGREEMENT.
(E)
TERMINATION. UNLESS OTHERWISE PROVIDED IN THE TERMS OF AN AWARD,
EXCEPT AS MAY OTHERWISE BE PROVIDED BY THE COMMITTEE AT ANY TIME PRIOR TO THE
TERMINATION OF EMPLOYMENT OR CESSATION OF SERVICE, A GRANTEE'S RIGHTS AND ALL
PERFORMANCE UNIT AWARDS SHALL AUTOMATICALLY TERMINATE THIRTY (30) DAYS AFTER THE
GRANTEE'S TERMINATION OF EMPLOYMENT OR THE GRANTEE'S SERVICES BY THE COMPANY AND