ONE OR MORE PERSONS AS MAY BE SELECTED BY THE COMPANY.
8.8
NONTRANSFERABILITY OF STOCK AWARD RIGHTS.
RIGHTS TO ACQUIRE
SHARES OF STOCK PURSUANT TO A STOCK AWARD MAY NOT BE SUBJECT IN ANY MANNER TO
ANTICIPATION, ALIENATION, SALE, EXCHANGE, TRANSFER, ASSIGNMENT, PLEDGE,
ENCUMBRANCE OR GARNISHMENT BY CREDITORS OF THE PARTICIPANT OR THE PARTICIPANT'S
BENEFICIARY, EXCEPT BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION, AND, DURING
THE LIFETIME OF THE PARTICIPANT, SHALL BE EXERCISABLE ONLY BY THE PARTICIPANT OR
THE PARTICIPANT'S GUARDIAN OR LEGAL REPRESENTATIVE.
9.
TERMS AND CONDITIONS OF PERFORMANCE AWARDS.
Performance Awards shall be evidenced by Award Agreements in such form as the
Committee shall from time to time establish.
No Performance Award or purported
Performance Award shall be a valid and binding obligation of the Company unless
evidenced by a fully executed Award Agreement.
Award Agreements evidencing
Performance Awards may incorporate all or any of the terms of the Plan by
reference and shall comply with and be subject to the following terms and
conditions:
14
9.1
TYPES OF PERFORMANCE AWARDS AUTHORIZED.
PERFORMANCE AWARDS MAY BE
IN THE FORM OF EITHER PERFORMANCE SHARES OR PERFORMANCE UNITS.
EACH AWARD
AGREEMENT EVIDENCING A PERFORMANCE AWARD SHALL SPECIFY THE NUMBER OF PERFORMANCE
SHARES OR PERFORMANCE UNITS SUBJECT THERETO, THE PERFORMANCE AWARD FORMULA, THE
PERFORMANCE GOAL(S) AND PERFORMANCE PERIOD APPLICABLE TO THE AWARD, AND THE
OTHER TERMS, CONDITIONS AND RESTRICTIONS OF THE AWARD.
9.2
INITIAL VALUE OF PERFORMANCE SHARES AND PERFORMANCE UNITS.
UNLESS
OTHERWISE PROVIDED BY THE COMMITTEE IN GRANTING A PERFORMANCE AWARD, EACH
PERFORMANCE SHARE SHALL HAVE AN INITIAL VALUE EQUAL TO THE FAIR MARKET VALUE OF
ONE (1) SHARE OF STOCK, SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 4.2, ON THE
EFFECTIVE DATE OF GRANT OF THE PERFORMANCE SHARE, AND EACH PERFORMANCE UNIT
SHALL HAVE AN INITIAL VALUE OF ONE HUNDRED DOLLARS ($100).
THE FINAL VALUE
PAYABLE TO THE PARTICIPANT IN SETTLEMENT OF A PERFORMANCE AWARD DETERMINED ON
THE BASIS OF THE APPLICABLE PERFORMANCE AWARD FORMULA WILL DEPEND ON THE EXTENT
TO WHICH PERFORMANCE GOALS ESTABLISHED BY THE COMMITTEE ARE ATTAINED WITHIN THE
APPLICABLE PERFORMANCE PERIOD ESTABLISHED BY THE COMMITTEE.
9.3
ESTABLISHMENT OF PERFORMANCE PERIOD, PERFORMANCE GOALS AND
PERFORMANCE AWARD FORMULA.
IN GRANTING EACH PERFORMANCE AWARD, THE COMMITTEE
SHALL ESTABLISH IN WRITING THE APPLICABLE PERFORMANCE PERIOD, PERFORMANCE AWARD
FORMULA AND ONE OR MORE PERFORMANCE GOALS WHICH, WHEN MEASURED AT THE END OF THE
PERFORMANCE PERIOD, SHALL DETERMINE ON THE BASIS OF THE PERFORMANCE AWARD
FORMULA THE FINAL VALUE OF THE PERFORMANCE AWARD TO BE PAID TO THE PARTICIPANT.
ALTHOUGH PERFORMANCE AWARDS UNDER THE PLAN WILL NOT QUALIFY AS PERFORMANCE-BASED
COMPENSATION FOR PURPOSES OF SECTION 162(M) BECAUSE STOCKHOLDERS OF THE COMPANY
HAVE NOT APPROVED CERTAIN PROVISIONS OF THE PLAN AS REQUIRED BY SECTION 162(M),
THE COMMITTEE SHALL SEEK TO COMPLY WITH SECTION 162(M) WITH RESPECT TO
PERFORMANCE AWARDS, EXCEPT AS OTHERWISE PROVIDED HEREIN.
ACCORDINGLY, UNLESS
OTHERWISE PERMITTED IN COMPLIANCE WITH THE REQUIREMENTS UNDER
SECTION 162(M) WITH RESPECT TO "PERFORMANCE-BASED COMPENSATION," THE COMMITTEE
SHALL ESTABLISH THE PERFORMANCE GOAL(S) AND