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 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
PLAN.
10.
OTHER CASH OR STOCK AWARDS.
IN ADDITION TO THE INCENTIVES
DESCRIBED IN SECTIONS 6 THROUGH 9 ABOVE, THE ADMINISTRATOR MAY GRANT OTHER
INCENTIVES PAYABLE IN CASH OR SHARES UNDER THE PLAN AS IT DETERMINES TO BE IN
THE BEST INTERESTS OF THE COMPANY AND SUBJECT TO SUCH OTHER TERMS AND CONDITIONS
AS IT DEEMS APPROPRIATE, PROVIDED THAT IN ANY FISCAL YEAR, A PARTICIPANT WILL
NOT RECEIVE A CASH AWARD UNDER THIS SECTION IN EXCESS OF $5,000,000.
11.
PERFORMANCE GOALS.
AWARDS OF RESTRICTED STOCK, PERFORMANCE SHARES
AND PERFORMANCE UNITS AND OTHER INCENTIVES UNDER THE 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") INCLUDING 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.
ANY PERFORMANCE GOALS MAY BE USED TO MEASURE THE PERFORMANCE OF THE COMPANY AS A
WHOLE OR A BUSINESS UNIT OF THE COMPANY AND MAY BE MEASURED RELATIVE TO A PEER
GROUP OR INDEX.
THE PERFORMANCE GOALS FOR A PARTICIPANT WILL BE DETERMINED BY
THE ADMINISTRATOR BASED ON THE COMPANY'S TACTICAL AND STRATEGIC BUSINESS
OBJECTIVES, WHICH MAY DIFFER FROM PARTICIPANT TO PARTICIPANT AND FROM AWARD TO
AWARD.
PRIOR TO THE DETERMINATION DATE, THE ADMINISTRATOR WILL DETERMINE
WHETHER TO MAKE ANY ADJUSTMENTS TO THE CALCULATION OF ANY PERFORMANCE GOAL WITH
RESPECT TO ANY PARTICIPANT FOR ANY SIGNIFICANT OR EXTRAORDINARY EVENTS AFFECTING
THE COMPANY.
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, WHICH IS CONSISTENTLY APPLIED AND IDENTIFIED
IN THE FINANCIAL STATEMENTS, INCLUDING FOOTNOTES, OR THE MANAGEMENT DISCUSSION
AND ANALYSIS SECTION OF THE COMPANY'S ANNUAL REPORT.
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