SHARE BONUSES SHALL BE PAID BY
THE COMPANY IN SHARES OF THE COMMON STOCK OF THE COMPANY.
THE TERMS AND
CONDITIONS OF PERFORMANCE SHARE BONUS AGREEMENTS MAY CHANGE FROM TIME TO TIME,
AND THE TERMS AND CONDITIONS OF SEPARATE PERFORMANCE SHARE BONUS
12
AGREEMENTS NEED NOT BE IDENTICAL, BUT EACH PERFORMANCE SHARE BONUS AGREEMENT
SHALL INCLUDE (THROUGH INCORPORATION OF PROVISIONS HEREOF BY REFERENCE IN THE
AGREEMENT OR OTHERWISE) THE SUBSTANCE OF EACH OF THE FOLLOWING PROVISIONS:
(I)
CONSIDERATION.
A PERFORMANCE SHARE BONUS MAY BE AWARDED IN
CONSIDERATION FOR PAST SERVICES ACTUALLY RENDERED TO THE COMPANY OR AN AFFILIATE
FOR ITS BENEFIT.
(II)
VESTING.
VESTING SHALL BE BASED ON THE ACHIEVEMENT OF CERTAIN
PERFORMANCE CRITERIA, WHETHER FINANCIAL, TRANSACTIONAL OR OTHERWISE, AS
DETERMINED BY THE BOARD.
VESTING SHALL BE SUBJECT TO THE PERFORMANCE SHARE
BONUS AGREEMENT.
UPON FAILURE TO MEET PERFORMANCE CRITERIA, SHARES OF COMMON
STOCK AWARDED UNDER THE PERFORMANCE SHARE BONUS AGREEMENT SHALL BE SUBJECT TO A
SHARE REACQUISITION RIGHT IN FAVOR OF THE COMPANY IN ACCORDANCE WITH A VESTING
SCHEDULE TO BE DETERMINED BY THE BOARD.
(III)
TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE.
IN THE EVENT A
PARTICIPANT'S CONTINUOUS SERVICE TERMINATES, THE COMPANY SHALL REACQUIRE ANY OR
ALL OF THE SHARES OF COMMON STOCK HELD BY THE PARTICIPANT THAT HAVE NOT VESTED
AS OF THE DATE OF TERMINATION UNDER THE TERMS OF THE PERFORMANCE SHARE BONUS
AGREEMENT.
(IV)
TRANSFERABILITY.
RIGHTS TO ACQUIRE SHARES OF COMMON STOCK UNDER
THE PERFORMANCE SHARE BONUS AGREEMENT SHALL BE TRANSFERABLE BY THE PARTICIPANT
ONLY UPON SUCH TERMS AND CONDITIONS AS ARE SET FORTH IN THE PERFORMANCE SHARE
BONUS AGREEMENT, AS THE BOARD SHALL DETERMINE IN ITS DISCRETION, SO LONG AS
COMMON STOCK AWARDED UNDER THE PERFORMANCE SHARE BONUS AGREEMENT REMAINS SUBJECT
TO THE TERMS OF THE PERFORMANCE SHARE BONUS AGREEMENT.
(V)
DISCRETIONARY ADJUSTMENTS AND LIMITS.
SUBJECT TO THE LIMITS
IMPOSED UNDER SECTION 162(M) OF THE CODE FOR STOCK AWARDS THAT ARE INTENDED TO
QUALIFY AS "PERFORMANCE-BASED COMPENSATION," NOTWITHSTANDING THE SATISFACTION OF
ANY PERFORMANCE GOALS, THE NUMBER OF SHARES OF COMMON STOCK GRANTED, ISSUED,
RETAINABLE AND/OR VESTED UNDER A PERFORMANCE SHARE BONUS MAY, TO THE EXTENT
SPECIFIED IN THE STOCK AWARD AGREEMENT, BE REDUCED, BUT NOT INCREASED, BY THE
COMMITTEE ON THE BASIS OF SUCH FURTHER CONSIDERATIONS AS THE COMMITTEE SHALL
DETERMINE
8.7
PERFORMANCE SHARE UNITS.
THE FOLLOWING TERMS AND CONDITIONS SHALL
GOVERN THE GRANT AND REDEEMABILITY OF PERFORMANCE SHARE UNITS:
A Performance Share Unit is the right to receive the value of one (1) share of
the Company's Common Stock at the time the Performance Share Unit vests.
Participants may elect to defer receipt of the value of shares of Common Stock
otherwise deliverable upon the vesting of an award of performance shares.
An
election to defer such delivery shall be irrevocable and shall be made in
writing on a form acceptable to the Company.
The election form shall be filed
prior to the vesting date of such performance shares in a manner determined by
the Board.
When the Participant vests in such performance shares,