DEFERRED STOCK AWARD, SUBJECT TO SUCH TERMS AND CONDITIONS
AS THE COMMITTEE MAY DETERMINE.
(D)
TERMINATION. EXCEPT AS MAY OTHERWISE BE PROVIDED BY THE COMMITTEE
EITHER IN THE AWARD AGREEMENT OR, SUBJECT TO SECTION 16 BELOW, IN WRITING AFTER
THE AWARD AGREEMENT IS ISSUED, A GRANTEE'S RIGHT IN ALL DEFERRED STOCK AWARDS
THAT HAVE NOT VESTED SHALL AUTOMATICALLY TERMINATE UPON THE GRANTEE'S
TERMINATION OF EMPLOYMENT (OR CESSATION OF SERVICE RELATIONSHIP) WITH THE
COMPANY AND ITS SUBSIDIARIES FOR ANY REASON.
SECTION 9. UNRESTRICTED STOCK AWARDS
Grant or Sale of Unrestricted Stock. The Committee may, in its sole discretion,
grant (or sell at par value or such higher purchase price determined by the
Committee) an Unrestricted Stock Award to any grantee pursuant to which such
grantee may receive shares of Stock free of any restrictions ("Unrestricted
Stock") under the Plan. Unrestricted Stock Awards may be granted in respect of
past services or other valid consideration, or in lieu of cash compensation due
to such grantee.
SECTION 10. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES
Notwithstanding anything to the contrary contained herein, if any Restricted
Stock Award or Deferred Stock Award granted to a Covered Employee is intended to
qualify as "Performance-based Compensation" under Section 162(m) of the Code and
the regulations promulgated thereunder (a "Performance-based Award"), such Award
shall comply with the provisions set forth below:
(A)
PERFORMANCE CRITERIA. THE PERFORMANCE CRITERIA USED IN PERFORMANCE
GOALS GOVERNING PERFORMANCE-BASED AWARDS GRANTED TO COVERED EMPLOYEES MAY
INCLUDE ANY OR ALL OF THE FOLLOWING:
(I) THE COMPANY'S RETURN ON EQUITY,
ASSETS, CAPITAL OR INVESTMENT:
(II) PRE-TAX OR AFTER-TAX PROFIT LEVELS OF THE
COMPANY OR ANY SUBSIDIARY, A DIVISION, AN OPERATING UNIT OR A BUSINESS SEGMENT
OF THE COMPANY, OR ANY COMBINATION OF THE FOREGOING; (III) CASH FLOW, FUNDS FROM
OPERATIONS OR SIMILAR MEASURE; (IV) TOTAL STOCKHOLDER RETURN; (V) CHANGES IN THE
MARKET PRICE OF THE STOCK; (VI) SALES OR MARKET SHARE; OR (VII) EARNINGS PER
SHARE.
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(B)
GRANT OF PERFORMANCE-BASED AWARDS. WITH RESPECT TO EACH
PERFORMANCE-BASED AWARD GRANTED TO A COVERED EMPLOYEE, THE COMMITTEE SHALL
SELECT, WITHIN THE FIRST 90 DAYS OF A PERFORMANCE CYCLE (OR, IF SHORTER, WITHIN
THE MAXIMUM PERIOD ALLOWED UNDER SECTION 162(M) OF THE CODE) THE PERFORMANCE
CRITERIA FOR SUCH GRANT, AND THE ACHIEVEMENT TARGETS WITH RESPECT TO EACH
PERFORMANCE CRITERION (INCLUDING A THRESHOLD LEVEL OF PERFORMANCE BELOW WHICH NO
AMOUNT WILL BECOME PAYABLE WITH RESPECT TO SUCH AWARD). EACH PERFORMANCE-BASED
AWARD WILL SPECIFY THE AMOUNT PAYABLE, OR THE FORMULA FOR DETERMINING THE AMOUNT
PAYABLE, UPON ACHIEVEMENT OF THE VARIOUS APPLICABLE PERFORMANCE TARGETS. THE
PERFORMANCE CRITERIA ESTABLISHED BY THE COMMITTEE MAY BE (BUT NEED NOT BE)
DIFFERENT FOR EACH PERFORMANCE CYCLE AND DIFFERENT GOALS MAY BE APPLICABLE TO
PERFORMANCE-BASED AWARDS TO DIFFERENT COVERED EMPLOYEES.
(C)
PAYMENT OF PERFORMANCE-BASED AWARDS. FOLLOWING THE COMPLETION OF A
PERFORMANCE CYCLE, THE COMMITTEE SHALL MEET TO REVIEW AND CERTIFY IN WRITING
WHETHER, AND TO WHAT EXTENT, THE PERFORMANCE CRITERIA FOR THE PERFORMANCE CYCLE
HAVE BEEN ACHIEVED AND, IF SO, TO ALSO CALCULATE AND CERTIFY IN WRITING