MORE THAN ONE PERFORMANCE GOAL MAY BE INCORPORATED IN A PERFORMANCE OBJECTIVE,
IN WHICH CASE ACHIEVEMENT WITH RESPECT TO EACH PERFORMANCE GOAL MAY BE ASSESSED
INDIVIDUALLY OR IN COMBINATION WITH EACH OTHER.
PERFORMANCE OBJECTIVES SHALL BE
OBJECTIVE AND SHALL OTHERWISE MEET THE REQUIREMENTS OF SECTION 162(M) OF THE
CODE.
PERFORMANCE OBJECTIVES MAY DIFFER FOR PERFORMANCE AWARDS GRANTED TO ANY
ONE PARTICIPANT OR TO DIFFERENT PARTICIPANTS.
A PERFORMANCE AWARD TO A
PARTICIPANT WHO IS A COVERED EMPLOYEE SHALL (UNLESS THE COMMITTEE DETERMINES
OTHERWISE) PROVIDE THAT IN THE EVENT OF THE PARTICIPANT'S TERMINATION OF SERVICE
PRIOR TO THE END OF THE PERFORMANCE PERIOD FOR ANY REASON, SUCH PERFORMANCE
AWARD WILL BE PAYABLE ONLY (I) IF THE APPLICABLE PERFORMANCE OBJECTIVES ARE
ACHIEVED AND (II) TO THE EXTENT, IF ANY, AS THE COMMITTEE SHALL DETERMINE.
(C)
CERTIFICATION.
FOLLOWING THE COMPLETION OF
EACH PERFORMANCE PERIOD, THE COMMITTEE SHALL CERTIFY IN WRITING, IN ACCORDANCE
WITH THE REQUIREMENTS OF SECTION 162(M) OF THE CODE, WHETHER THE PERFORMANCE
OBJECTIVES AND OTHER MATERIAL TERMS OF THE PERFORMANCE AWARD HAVE BEEN ACHIEVED
OR MET.
UNLESS THE COMMITTEE DETERMINES OTHERWISE, PERFORMANCE AWARDS SHALL NOT
BE SETTLED UNTIL THE COMMITTEE HAS MADE THE CERTIFICATION SPECIFIED UNDER THIS
SECTION 5(C).
(D)
ADJUSTMENT.
THE COMMITTEE MAY, IN ITS
DISCRETION, REDUCE OR ELIMINATE THE AMOUNT OF PAYMENT WITH RESPECT TO THE
PERFORMANCE AWARD TO A COVERED EMPLOYEE, NOTWITHSTANDING THE ACHIEVEMENT OF
SPECIFIED PERFORMANCE OBJECTIVES.
(E)
MAXIMUM AMOUNT PAYABLE.
WITH RESPECT TO
ALL PERFORMANCE PERIODS ENDING IN ANY ONE CALENDAR YEAR, THE
MAXIMUM AMOUNT
WHICH MAY BE EARNED BY ANY SINGLE PARTICIPANT UNDER ALL PERFORMANCE AWARDS
GRANTED UNDER THE PLAN SHALL BE LIMITED TO $3,500,000.
IN APPLYING THIS ANNUAL
LIMIT WITH RESPECT TO ANY PERFORMANCE AWARD THAT IS NOT ENTIRELY SETTLED IN
CASH, THE FAIR MARKET VALUE OF ANY SHARES OF COMMON STOCK (NONVOTING) OR OTHER
PROPERTY EARNED BY A PARTICIPANT SHALL BE MEASURED AS OF THE CLOSE OF THE
APPLICABLE PERFORMANCE PERIOD.
6.
Bonus Shares.
SUBJECT TO SUCH PERFORMANCE AND EMPLOYMENT CONDITIONS AS THE COMMITTEE MAY
DETERMINE, BONUS SHARES MAY BE GRANTED BY THE COMMITTEE TO ELIGIBLE EMPLOYEES
UNDER THE PLAN.
ANY BONUS SHARES GRANTED UNDER THIS SECTION 6 MAY BE FORFEITED
TO THE EXTENT SO PROVIDED IN THE AWARD AGREEMENT, AS DETERMINED BY THE
COMMITTEE.
PAYMENT OF BONUS SHARE AWARDS
18
made under this Section 6, which are based on the value of Common Stock
(Nonvoting), may be settled in Common Stock (Nonvoting) or in cash or in a
combination thereof (based upon the Fair Market Value of the Common Stock
(Nonvoting) on the date of payment), all as determined by the Committee in its
sole discretion. Any such cash payment shall be made to the Participant as of
the date or dates on which the Award vests and/or becomes payable, and shall be
equal to the Fair Market Value of the shares of Common Stock (Nonvoting) of the
Company underlying the vesting portion of such Award that is being settled in
cash.
7.
Eligibility and Making of Grants.
(a)
Eligible Employees.
Any