IN ITS SOLE DISCRETION, MAY REDUCE OR
WAIVE ANY PERFORMANCE OBJECTIVES OR OTHER VESTING PROVISIONS FOR SUCH
PERFORMANCE UNIT/SHARE.
(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
13
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 2007 PLAN.
11.
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 2007 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").
PERFORMANCE GOALS MAY FALL WITHIN ONE OR MORE OF THE FOLLOWING CATEGORIES:
(A)
FINANCIAL MEASURES.
CASH FLOW; CASH
POSITION; EARNINGS BEFORE INTEREST AND TAXES; EARNINGS BEFORE INTEREST, TAXES,
DEPRECIATION AND AMORTIZATION; EARNINGS PER SHARE; ECONOMIC PROFIT; ECONOMIC
VALUE ADDED; EQUITY OR STOCKHOLDER'S EQUITY; MARKET SHARE; NET INCOME; NET
PROFIT; NET SALES; OPERATING EARNINGS; OPERATING INCOME; PROFIT BEFORE TAX;
RATIO OF DEBT TO DEBT PLUS EQUITY; RATIO OF OPERATING EARNINGS TO CAPITAL
SPENDING; SALES GROWTH; RETURN ON NET ASSETS; OR TOTAL RETURN TO STOCKHOLDERS.
(B)
SALES AND MARKETING MEASURES.
NUMBER AND/OR
TYPE OF DESIGN WINS, UNIT, REVENUE OR GROSS MARGIN/GROSS PROFIT GOALS BY MARKET
OR BY CUSTOMER.
(C)
RESEARCH AND DEVELOPMENT GOALS.
ACHIEVEMENT OF SPECIFIC PRODUCT DESIGN, SPECIFICATION OR PERFORMANCE TARGETS.
(D)
PRODUCTION GOALS.
ACHIEVEMENT OF SPECIFIC
UNIT, YIELD OR COST REDUCTION TARGETS.
(E)
HIRING GOALS.
RECRUITING OF SPECIFIED
PERSONNEL WITH VALUABLE SKILLS AND/OR EXPERIENCE.
Any Performance Goals may be used to measure the performance of the Company as a
whole or one part of the Company's business and may be measured relative to a
peer group or to an index. The Performance Goals may differ from Participant to
Participant and from Award to Award.
Prior to the Determination Date, the
Administrator will determine whether any significant element(s) will be included
in or excluded from the calculation of any Performance Goal with respect to any
Participant.
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.
12.
LEAVES OF ABSENCE.
UNLESS THE ADMINISTRATOR
PROVIDES OTHERWISE, VESTING OF AWARDS GRANTED HEREUNDER WILL BE SUSPENDED DURING
ANY UNPAID LEAVE OF ABSENCE.
A SERVICE PROVIDER WILL NOT CEASE TO BE AN
EMPLOYEE IN THE CASE OF (I) ANY LEAVE