OR OTHER VESTING
PROVISIONS HAVE BEEN ACHIEVED.
AFTER THE GRANT OF A PERFORMANCE UNIT/SHARE, THE
ADMINISTRATOR, IN ITS SOLE DISCRETION, MAY REDUCE OR WAIVE ANY PERFORMANCE
OBJECTIVES OR OTHER VESTING PROVISIONS FOR SUCH PERFORMANCE UNIT/SHARE, PROVIDED
THAT, UNLESS THE ADMINISTRATOR DETERMINES OTHERWISE, THE PAYOUT OF SUCH
ACCELERATED AWARD SHALL BE STRUCTURED TO COMPLY WITH SECTION 409A OF THE CODE.
(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 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.
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 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 ONE OR MORE OF THE
FOLLOWING MEASURES: (A) ANNUAL REVENUE, (B) CASH COLLECTIONS, (C) CUSTOMER
SATISFACTION MBOS, (D) EARNINGS PER SHARE, (E) NET INCOME, (F) NEW ORDERS,
(G) OPERATING PROFIT, (H) PRO FORMA NET INCOME, (I) RETURN ON DESIGNATED ASSETS,
(J) RETURN ON EQUITY, (K) RETURN ON SALES, AND (L) PRODUCT SHIPMENTS.
ANY
14
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 MAY DIFFER FROM PARTICIPANT TO
PARTICIPANT AND FROM AWARD TO AWARD.
ANY CRITERIA USED MAY BE (I) MEASURED IN
ABSOLUTE TERMS, (II) COMPARED TO ANOTHER COMPANY OR COMPANIES, (III) MEASURED
AGAINST THE PERFORMANCE OF THE COMPANY AS A WHOLE OR A SEGMENT OF THE COMPANY
AND/OR (IV) MEASURED ON A PRE-TAX OR POST-TAX BASIS (IF APPLICABLE).
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.
12.
[RESERVED]
13.
LEAVES OF ABSENCE/TRANSFER BETWEEN LOCATIONS.
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 OF ABSENCE APPROVED BY THE
COMPANY OR (II) TRANSFERS BETWEEN LOCATIONS OF THE COMPANY OR BETWEEN THE
COMPANY AND ITS AFFILIATES.
FOR PURPOSES OF INCENTIVE STOCK OPTIONS, NO SUCH
LEAVE MAY EXCEED NINETY (90) DAYS, UNLESS REEMPLOYMENT UPON EXPIRATION OF SUCH