BE AVAILABLE FOR GRANT UNDER THE PLAN.
(E)
CANCELLATION. ON THE DATE SET FORTH IN THE
AWARD AGREEMENT, ALL UNEARNED RESTRICTED STOCK UNITS WILL BE FORFEITED TO THE
COMPANY.
10.
PERFORMANCE UNITS AND PERFORMANCE SHARES.
(A)
GRANT OF PERFORMANCE UNITS/SHARES.
PERFORMANCE UNITS AND PERFORMANCE SHARES MAY BE GRANTED TO SERVICE PROVIDERS AT
ANY TIME AND FROM TIME TO TIME, AS WILL BE DETERMINED BY THE ADMINISTRATOR, IN
ITS SOLE DISCRETION. THE ADMINISTRATOR WILL HAVE COMPLETE DISCRETION IN
DETERMINING THE NUMBER OF PERFORMANCE UNITS/SHARES GRANTED TO EACH PARTICIPANT
PROVIDED THAT DURING ANY FISCAL YEAR, (A) NO PARTICIPANT WILL RECEIVE
PERFORMANCE UNITS HAVING AN INITIAL VALUE GREATER THAN $1,000,000, AND (B) NO
PARTICIPANT WILL RECEIVE MORE THAN 125,000 PERFORMANCE SHARES. NOTWITHSTANDING
THE FOREGOING LIMITATION, IN CONNECTION WITH A PARTICIPANT'S INITIAL SERVICE AS
AN EMPLOYEE, AN EMPLOYEE MAY BE GRANTED UP TO AN ADDITIONAL 250,000 PERFORMANCE
SHARES.
(B)
VALUE OF PERFORMANCE UNITS/SHARES. EACH
PERFORMANCE UNIT WILL HAVE AN INITIAL VALUE THAT IS ESTABLISHED BY THE
ADMINISTRATOR ON OR BEFORE THE DATE OF GRANT. EACH PERFORMANCE SHARE WILL HAVE
AN INITIAL VALUE EQUAL TO THE FAIR MARKET VALUE OF A SHARE ON THE DATE OF GRANT.
(C)
PERFORMANCE OBJECTIVES AND OTHER TERMS. THE
ADMINISTRATOR WILL SET PERFORMANCE OBJECTIVES OR OTHER VESTING PROVISIONS
(INCLUDING, WITHOUT LIMITATION, CONTINUED STATUS AS A SERVICE PROVIDER) IN ITS
DISCRETION WHICH, DEPENDING ON THE EXTENT TO WHICH THEY ARE MET, WILL DETERMINE
THE NUMBER OR VALUE OF PERFORMANCE UNITS/SHARES THAT WILL BE PAID OUT TO THE
PARTICIPANT. THE ADMINISTRATOR MAY SET PERFORMANCE OBJECTIVES BASED UPON THE
ACHIEVEMENT OF COMPANY-WIDE,
13
DIVISIONAL, OR INDIVIDUAL GOALS, OR ANY OTHER BASIS DETERMINED BY THE
ADMINISTRATOR IN ITS DISCRETION. EACH AWARD OF PERFORMANCE UNITS/SHARES WILL BE
EVIDENCED BY AN AWARD AGREEMENT THAT WILL SPECIFY THE PERFORMANCE PERIOD, AND
SUCH OTHER TERMS AND CONDITIONS AS THE ADMINISTRATOR, IN ITS SOLE DISCRETION,
WILL DETERMINE; PROVIDED, HOWEVER, THAT, EXCEPT AS OTHERWISE PROVIDED IN SECTION
14(C), PERFORMANCE UNITS/SHARES WILL NOT VEST MORE RAPIDLY THAN ONE-THIRD
(1/3RD) OF THE TOTAL NUMBER OF PERFORMANCE UNITS/SHARES SUBJECT TO AN AWARD EACH
YEAR FROM THE DATE OF GRANT (OR, IF APPLICABLE, THE DATE A PARTICIPANT BEGINS
PROVIDING SERVICES TO THE COMPANY OR ANY PARENT OR SUBSIDIARY OF THE COMPANY),
UNLESS THE ADMINISTRATOR DETERMINES THAT THE AWARD IS TO VEST UPON THE
ACHIEVEMENT OF PERFORMANCE CRITERIA AND THE PERIOD FOR MEASURING SUCH
PERFORMANCE WILL COVER AT LEAST TWELVE (12) MONTHS. NOTWITHSTANDING THE
FOREGOING SENTENCE, THE ADMINISTRATOR, IN ITS SOLE DISCRETION, MAY PROVIDE AT
THE TIME OF OR FOLLOWING THE DATE OF GRANT FOR ACCELERATED VESTING FOR AN AWARD
OF PERFORMANCE UNITS/SHARES UPON OR IN CONNECTION WITH A CHANGE IN CONTROL OR
UPON OR IN CONNECTION WITH A PARTICIPANT'S TERMINATION OF SERVICE DUE TO DEATH,
DISABILITY OR RETIREMENT.
(D)
EARNING OF PERFORMANCE UNITS/SHARES. AFTER
THE APPLICABLE PERFORMANCE PERIOD 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