RIGHT TO TENDER SUCH SHARES. THE COMMITTEE MAY, IN ITS
SOLE DISCRETION, DETERMINE AT THE TIME OF GRANT THAT THE PAYMENT OF DIVIDENDS
SHALL BE DEFERRED UNTIL, AND CONDITIONED UPON, THE EXPIRATION OF THE APPLICABLE
RESTRICTION PERIOD.
(C)
LAPSE OF RESTRICTIONS. IF AND WHEN THE
RESTRICTION PERIOD EXPIRES WITHOUT A PRIOR FORFEITURE OF THE RESTRICTED STOCK,
THE CERTIFICATES FOR SUCH SHARES SHALL BE DELIVERED TO THE PARTICIPANT. ALL
LEGENDS SHALL BE REMOVED FROM SAID CERTIFICATES AT THE TIME OF DELIVERY TO THE
PARTICIPANT, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW OR OTHER LIMITATIONS
IMPOSED BY THE COMMITTEE.
ARTICLE IX
PERFORMANCE SHARES
9.1
AWARD OF PERFORMANCE SHARES. PERFORMANCE SHARES MAY BE AWARDED
EITHER ALONE OR IN ADDITION TO OTHER AWARDS GRANTED UNDER THIS PLAN. THE
COMMITTEE SHALL, IN ITS SOLE DISCRETION, DETERMINE THE ELIGIBLE EMPLOYEES,
CONSULTANTS AND NON-EMPLOYEE DIRECTORS, TO WHOM, AND THE TIME OR TIMES AT WHICH,
PERFORMANCE SHARES SHALL BE AWARDED, THE NUMBER OF PERFORMANCE SHARES TO BE
AWARDED TO ANY PERSON, THE PERFORMANCE PERIOD DURING WHICH, AND THE CONDITIONS
UNDER WHICH, RECEIPT OF THE SHARES WILL BE DEFERRED, AND THE OTHER TERMS AND
CONDITIONS OF THE AWARD IN ADDITION TO THOSE SET FORTH IN SECTION 9.2.
Unless otherwise determined by the Committee at grant, each Award of Performance
Shares shall provide that in the event the Participant engages in Detrimental
Activity prior to, or during the one-year period after the later of the date of
any vesting of Performance Shares or the date of the Participant's Termination,
the Committee may direct (at any time within one year thereafter) that all
unvested Performance Shares shall be immediately forfeited to the Company and
that the Participant shall pay over to the Company an amount equal to any gain
the Participant realized from any Performance Shares which had vested in the
period referred to above.
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Except as otherwise provided herein, the Committee shall condition the right to
payment of any Performance Share upon the attainment of objective performance
goals established pursuant to Section 9.2(c) below.
9.2
TERMS AND CONDITIONS. PERFORMANCE SHARES AWARDED PURSUANT TO THIS
ARTICLE IX SHALL BE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
(A)
EARNING OF PERFORMANCE SHARE AWARD. AT THE
EXPIRATION OF THE APPLICABLE PERFORMANCE PERIOD, THE COMMITTEE SHALL DETERMINE
THE EXTENT TO WHICH THE PERFORMANCE GOALS ESTABLISHED PURSUANT TO
SECTION 9.2(C) ARE ACHIEVED AND THE PERCENTAGE OF EACH PERFORMANCE SHARE AWARD
THAT HAS BEEN EARNED.
(B)
NON-TRANSFERABILITY. SUBJECT TO THE APPLICABLE
PROVISIONS OF THE AWARD AGREEMENT AND THIS PLAN, PERFORMANCE SHARES MAY NOT BE
TRANSFERRED DURING THE PERFORMANCE PERIOD.
(C)
OBJECTIVE PERFORMANCE GOALS, FORMULAE OR
STANDARDS. THE COMMITTEE SHALL ESTABLISH THE OBJECTIVE PERFORMANCE GOALS FOR THE
EARNING OF PERFORMANCE SHARES BASED ON A PERFORMANCE PERIOD APPLICABLE TO EACH
PARTICIPANT OR CLASS OF PARTICIPANTS IN WRITING PRIOR TO THE BEGINNING OF THE
APPLICABLE PERFORMANCE PERIOD OR AT SUCH LATER DATE AS PERMITTED UNDER
SECTION 162(M) OF THE CODE AND WHILE THE OUTCOME OF THE PERFORMANCE GOALS ARE
SUBSTANTIALLY UNCERTAIN. SUCH PERFORMANCE GOALS MAY INCORPORATE, IF