HAS ENDED, THE HOLDER OF PERFORMANCE UNITS/SHARES WILL BE
ENTITLED TO RECEIVE A PAYOUT OF THE NUMBER OF PERFORMANCE UNITS/SHARES EARNED BY
THE PARTICIPANT OVER THE PERFORMANCE PERIOD, TO BE DETERMINED AS A FUNCTION OF
THE EXTENT TO WHICH THE CORRESPONDING PERFORMANCE OBJECTIVES OR OTHER VESTING
PROVISIONS HAVE BEEN ACHIEVED.
(E)
FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES. PAYMENT OF
EARNED PERFORMANCE UNITS/SHARES WILL BE MADE AS SOON AS PRACTICABLE AFTER THE
EXPIRATION OF THE APPLICABLE PERFORMANCE PERIOD. THE ADMINISTRATOR, IN ITS SOLE
DISCRETION, MAY PAY EARNED PERFORMANCE UNITS/SHARES IN THE FORM OF CASH, IN
SHARES (WHICH HAVE AN AGGREGATE FAIR MARKET VALUE EQUAL TO THE VALUE OF THE
EARNED PERFORMANCE UNITS/SHARES AT THE CLOSE OF THE APPLICABLE PERFORMANCE
PERIOD) OR IN A COMBINATION THEREOF.
(F)
CANCELLATION OF PERFORMANCE UNITS/SHARES. ON THE DATE SET FORTH
IN THE AWARD AGREEMENT, ALL UNEARNED OR UNVESTED PERFORMANCE UNITS/SHARES WILL
BE FORFEITED TO THE COMPANY, AND AGAIN WILL BE AVAILABLE FOR GRANT UNDER THE
PLAN.
11.
OTHER STOCK AWARDS. IN ADDITION TO THE INCENTIVES DESCRIBED IN
SECTIONS 6, 7, 8, 9 AND 10 ABOVE, THE ADMINISTRATOR MAY GRANT OTHER INCENTIVES
PAYABLE IN SHARES UNDER THE PLAN AS IT DETERMINES TO BE IN THE BEST INTERESTS OF
THE COMPANY AND SUBJECT TO SUCH OTHER TERMS AND CONDITIONS AS IT DEEMS
APPROPRIATE.
12.
PERFORMANCE GOALS. THE GRANTING AND/OR VESTING OF AWARDS OF
RESTRICTED STOCK, RESTRICTED STOCK UNITS, PERFORMANCE SHARES AND PERFORMANCE
UNITS AND OTHER INCENTIVES UNDER THE PLAN MAY BE MADE SUBJECT TO THE ATTAINMENT
OF PERFORMANCE GOALS RELATING TO ONE OR MORE BUSINESS CRITERIA WITHIN THE
MEANING OF SECTION 162(M) OF THE CODE AND MAY PROVIDE FOR A TARGETED LEVEL OR
LEVELS OF ACHIEVEMENT ("PERFORMANCE GOALS") INCLUDING CASH POSITION; EARNINGS
BEFORE INTEREST AND TAXES; EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND
AMORTIZATION; EARNINGS PER SHARE; NET INCOME; OPERATING CASH FLOW; OPERATING
INCOME; RETURN ON ASSETS; RETURN ON EQUITY; RETURN ON NET ASSETS; RETURN ON
SALES; REVENUE AND TOTAL SHAREHOLDER RETURN. ANY PERFORMANCE GOALS MAY BE USED
TO MEASURE THE PERFORMANCE OF THE COMPANY AS A WHOLE OR A BUSINESS UNIT OF THE
COMPANY AND MAY BE MEASURED RELATIVE TO A PEER GROUP OR INDEX. THE PERFORMANCE
GOALS FOR A PARTICIPANT WILL BE DETERMINED BY THE ADMINISTRATOR BASED ON THE
COMPANY'S TACTICAL AND STRATEGIC BUSINESS
14
OBJECTIVES, WHICH MAY DIFFER FROM PARTICIPANT TO PARTICIPANT AND FROM AWARD TO
AWARD. PRIOR TO THE DETERMINATION DATE, THE ADMINISTRATOR WILL DETERMINE WHETHER
TO MAKE ANY ADJUSTMENTS TO THE CALCULATION OF ANY PERFORMANCE GOAL WITH RESPECT
TO ANY PARTICIPANT FOR ANY SIGNIFICANT OR EXTRAORDINARY EVENTS AFFECTING THE
COMPANY. IN ALL OTHER RESPECTS, PERFORMANCE GOALS WILL BE CALCULATED IN
ACCORDANCE WITH THE COMPANY'S FINANCIAL STATEMENTS, GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, OR UNDER A METHODOLOGY ESTABLISHED BY THE ADMINISTRATOR
PRIOR TO THE ISSUANCE OF AN AWARD.
13.
TRANSFERABILITY OF AWARDS. UNLESS DETERMINED OTHERWISE BY THE
ADMINISTRATOR, AN AWARD MAY NOT BE SOLD, PLEDGED, ASSIGNED, HYPOTHECATED,
TRANSFERRED, OR DISPOSED OF IN ANY MANNER OTHER THAN BY WILL OR BY THE LAWS OF
DESCENT