OBJECTIVES BASED UPON THE ACHIEVEMENT OF COMPANY-WIDE, DIVISIONAL, OR INDIVIDUAL
GOALS, APPLICABLE FEDERAL OR STATE SECURITIES LAWS, OR ANY OTHER BASIS
DETERMINED BY THE COMMITTEE IN ITS DISCRETION.
8.3.2
SECTION 162(M) PERFORMANCE OBJECTIVES.
FOR PURPOSES OF QUALIFYING
GRANTS OF PERFORMANCE UNITS/SHARES AS "PERFORMANCE-BASED COMPENSATION" UNDER
SECTION 162(M) OF THE CODE, THE COMMITTEE, IN ITS DISCRETION, MAY DETERMINE THAT
THE PERFORMANCE OBJECTIVES APPLICABLE TO PERFORMANCE UNITS/SHARES SHALL BE BASED
ON THE ACHIEVEMENT OF PERFORMANCE GOALS.
THE PERFORMANCE GOALS SHALL BE SET BY
THE COMMITTEE ON OR BEFORE THE LATEST DATE PERMISSIBLE TO ENABLE THE PERFORMANCE
UNITS/SHARES TO QUALIFY AS "PERFORMANCE-BASED COMPENSATION" UNDER
SECTION 162(M) OF THE CODE.
IN GRANTING PERFORMANCE UNITS/SHARES WHICH ARE
INTENDED TO QUALIFY UNDER SECTION 162(M) OF THE CODE, THE COMMITTEE SHALL FOLLOW
ANY PROCEDURES DETERMINED BY IT FROM
13
TIME TO TIME TO BE NECESSARY OR APPROPRIATE TO ENSURE QUALIFICATION OF THE
PERFORMANCE UNITS/SHARES UNDER SECTION 162(M) OF THE CODE (E.G., IN DETERMINING
THE PERFORMANCE GOALS).
8.4
EARNING OF PERFORMANCE UNITS/SHARES.
AFTER THE APPLICABLE
PERFORMANCE PERIOD HAS ENDED, THE HOLDER OF PERFORMANCE UNITS/SHARES SHALL 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 HAVE BEEN
ACHIEVED.
AFTER THE GRANT OF A PERFORMANCE UNIT/SHARE, THE COMMITTEE, IN ITS
SOLE DISCRETION, MAY REDUCE OR WAIVE ANY PERFORMANCE OBJECTIVES FOR SUCH
PERFORMANCE UNIT/SHARE.
8.5
FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES.
PAYMENT
OF EARNED PERFORMANCE UNITS/SHARES SHALL BE MADE AS SOON AS PRACTICABLE AFTER
THE EXPIRATION OF THE APPLICABLE PERFORMANCE PERIOD.
THE COMMITTEE, 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.
8.6
CANCELLATION OF PERFORMANCE UNITS/SHARES.
ON THE DATE SET FORTH
IN THE AWARD AGREEMENT, ALL UNEARNED OR UNVESTED PERFORMANCE UNITS/SHARES SHALL
BE FORFEITED TO THE COMPANY, AND AGAIN SHALL BE AVAILABLE FOR GRANT UNDER THE
PLAN.
SECTION 9
MISCELLANEOUS
9.1
CHANGE IN CONTROL.
9.1.1
OPTIONS AND SARS.
(A)
IN THE EVENT OF A CHANGE IN CONTROL, EACH OUTSTANDING OPTION AND
SAR SHALL BE ASSUMED OR AN EQUIVALENT OPTION OR RIGHT SUBSTITUTED BY THE
SUCCESSOR CORPORATION OR A PARENT OR SUBSIDIARY OF THE SUCCESSOR CORPORATION.
(b)
In the event that the successor corporation refuses to assume or
substitute for the Option or SAR, then the Options and SARs held by such
Participant shall become one hundred percent (100%) exercisable.
If an Option
or SAR becomes fully vested and exercisable in lieu of assumption or
substitution in the event of a Change in Control, the Company shall notify the
Participant in writing or electronically that the Option or SAR shall be fully
vested and exercisable (subject to the consummation of the Change in Control)
for a period of fifteen (15) days from the date of such