CONDITIONS AS DETERMINED
BY THE COMMITTEE AND SHALL BE EVIDENCED BY AN AWARD AGREEMENT.
8.10
TIMING OF SETTLEMENT.
AT THE TIME OF GRANT, THE
COMMITTEE SHALL SPECIFY THE SETTLEMENT DATE APPLICABLE TO AN AWARD OF
PERFORMANCE SHARES, PERFORMANCE STOCK UNITS, RESTRICTED STOCK UNITS OR ANY OTHER
AWARD GRANTED PURSUANT TO THIS ARTICLE 8, WHICH SHALL BE NO EARLIER THAN THE
VESTING DATE(S) APPLICABLE TO THE RELEVANT AWARD AND MAY BE LATER THAN THE
VESTING DATE(S) TO THE EXTENT AND UNDER THE TERMS DETERMINED BY THE COMMITTEE.
13
ARTICLE 9.
PERFORMANCE-BASED AWARDS FOR COVERED
EMPLOYEES
9.1
PURPOSE.
THE PURPOSE OF THIS ARTICLE 9 IS
TO PROVIDE THE COMMITTEE THE ABILITY TO QUALIFY AWARDS OTHER THAN OPTIONS AND
SARS AND THAT ARE GRANTED PURSUANT TO ARTICLES 6
AND 8 AS QUALIFIED
PERFORMANCE-BASED COMPENSATION.
IF THE COMMITTEE, IN ITS DISCRETION, DECIDES TO
GRANT A PERFORMANCE-BASED AWARD TO A COVERED EMPLOYEE, THE PROVISIONS OF THIS
ARTICLE 9 SHALL CONTROL OVER ANY CONTRARY PROVISION CONTAINED IN ARTICLES 6 OR
8; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY IN ITS DISCRETION GRANT AWARDS TO
COVERED EMPLOYEES THAT ARE BASED ON PERFORMANCE CRITERIA OR PERFORMANCE GOALS
BUT THAT DO NOT SATISFY THE REQUIREMENTS OF THIS ARTICLE 9.
9.2
APPLICABILITY.
THIS ARTICLE 9 SHALL APPLY
ONLY TO THOSE COVERED EMPLOYEES SELECTED BY THE COMMITTEE TO RECEIVE
PERFORMANCE-BASED AWARDS THAT ARE INTENDED TO QUALIFY AS QUALIFIED
PERFORMANCE-BASED COMPENSATION.
THE DESIGNATION OF A COVERED EMPLOYEE AS A
PARTICIPANT FOR A PERFORMANCE PERIOD SHALL NOT IN ANY MANNER ENTITLE THE
PARTICIPANT TO RECEIVE AN AWARD FOR THE PERIOD.
MOREOVER, DESIGNATION OF A
COVERED EMPLOYEE AS A PARTICIPANT FOR A PARTICULAR PERFORMANCE PERIOD SHALL NOT
REQUIRE DESIGNATION OF SUCH COVERED EMPLOYEE AS A PARTICIPANT IN ANY SUBSEQUENT
PERFORMANCE PERIOD AND DESIGNATION OF ONE COVERED EMPLOYEE AS A PARTICIPANT
SHALL NOT REQUIRE DESIGNATION OF ANY OTHER COVERED EMPLOYEES AS A PARTICIPANT IN
SUCH PERIOD OR IN ANY OTHER PERIOD.
9.3
PROCEDURES WITH RESPECT TO PERFORMANCE-BASED
AWARDS.
TO THE EXTENT NECESSARY TO COMPLY WITH THE QUALIFIED PERFORMANCE-BASED
COMPENSATION REQUIREMENTS OF SECTION 162(M)(4)(C) OF THE CODE, WITH RESPECT TO
ANY AWARD GRANTED UNDER ARTICLES 6 OR 8 WHICH MAY BE GRANTED TO ONE OR MORE
COVERED EMPLOYEES, NO LATER THAN NINETY (90) DAYS FOLLOWING THE COMMENCEMENT OF
ANY FISCAL YEAR IN QUESTION OR ANY OTHER DESIGNATED FISCAL PERIOD OR PERIOD OF
SERVICE (OR SUCH OTHER TIME AS MAY BE REQUIRED OR PERMITTED BY SECTION 162(M) OF
THE CODE), THE COMMITTEE SHALL, IN WRITING, (A) DESIGNATE ONE OR MORE COVERED
EMPLOYEES, (B) SELECT THE PERFORMANCE CRITERIA APPLICABLE TO THE PERFORMANCE
PERIOD, (C) ESTABLISH THE PERFORMANCE GOALS, AND AMOUNTS OF SUCH AWARDS, AS
APPLICABLE, WHICH MAY BE EARNED FOR SUCH PERFORMANCE PERIOD, AND (D) SPECIFY THE
RELATIONSHIP BETWEEN PERFORMANCE CRITERIA AND THE PERFORMANCE GOALS AND THE
AMOUNTS OF SUCH AWARDS, AS APPLICABLE, TO BE EARNED BY EACH COVERED EMPLOYEE FOR
SUCH PERFORMANCE PERIOD.
FOLLOWING THE COMPLETION OF EACH PERFORMANCE PERIOD,
THE COMMITTEE SHALL CERTIFY IN WRITING WHETHER THE APPLICABLE PERFORMANCE GOALS
HAVE BEEN ACHIEVED FOR SUCH PERFORMANCE