MONTHS.
NOTWITHSTANDING THE FOREGOING, THE COMMITTEE MAY ACCELERATE THE VESTING OF A
PERFORMANCE AWARD AT ANY TIME.
THE COMMITTEE MAY PROVIDE THAT IF PERFORMANCE
RELATIVE TO THE PERFORMANCE GOALS EXCEEDS TARGETED LEVELS, THEN THE NUMBER OF
PERFORMANCE AWARDS EARNED SHALL BE A MULTIPLE OF THOSE THAT WOULD BE EARNED FOR
TARGET PERFORMANCE.
10.3
PAYMENT OF PERFORMANCE AWARDS.
A PERFORMANCE AWARD SHALL BECOME
PAYABLE TO A PARTICIPANT AT THE TIME OR TIMES DETERMINED BY THE COMMITTEE AND
SET FORTH IN THE AWARD AGREEMENT, WHICH MAY BE UPON OR FOLLOWING THE VESTING OF
THE AWARD.
PAYMENT OF A PERFORMANCE AWARD MAY BE MADE, AT THE DISCRETION OF THE
COMMITTEE, IN CASH OR IN SHARES OF COMMON STOCK, OR IN A COMBINATION THEREOF,
SUBJECT TO APPLICABLE TAX WITHHOLDING REQUIREMENTS.
ANY CASH PAYMENT OF A
PERFORMANCE AWARD SHALL BE MADE BASED UPON THE FAIR MARKET VALUE OF THE COMMON
STOCK, DETERMINED ON SUCH DATE OR OVER SUCH TIME PERIOD AS DETERMINED BY THE
COMMITTEE.
10.4
NO RIGHTS AS SHAREHOLDER.
THE PARTICIPANT SHALL NOT HAVE ANY RIGHTS
AS A SHAREHOLDER WITH RESPECT TO THE SHARES SUBJECT TO A PERFORMANCE SHARE AWARD
UNTIL SUCH TIME AS SHARES OF COMMON STOCK ARE ISSUED TO THE PARTICIPANT PURSUANT
TO THE TERMS OF THE AWARD AGREEMENT.
10.5
QUALIFIED PERFORMANCE AWARD.
TO THE EXTENT A PERFORMANCE AWARD IS
DESIGNATED AS A QUALIFIED PERFORMANCE AWARD, IT SHALL BE SUBJECT TO THE
ADDITIONAL PROVISIONS SET FORTH IN SECTION 11.
11.
QUALIFIED PERFORMANCE AWARDS.
11.1
DESIGNATION AS QUALIFIED PERFORMANCE AWARD.
THE COMMITTEE MAY
DESIGNATE WHETHER ANY RESTRICTED STOCK, RESTRICTED STOCK UNIT OR PERFORMANCE
AWARD GRANTED TO AN EMPLOYEE IS INTENDED TO QUALIFY AS "PERFORMANCE-BASED
COMPENSATION", WITHIN THE MEANING OF SECTION 162(M) OF THE CODE.
11.2
PERFORMANCE MEASURES.
ANY AWARD DESIGNATED AS INTENDED TO BE
PERFORMANCE-BASED COMPENSATION SHALL BE, TO THE EXTENT REQUIRED BY
SECTION 162(M) OF THE CODE, EITHER (1) CONDITIONED UPON THE ACHIEVEMENT OF ONE
OR MORE OF THE FOLLOWING PERFORMANCE MEASURES OR (2) GRANTED BASED UPON THE
ACHIEVEMENT OF ONE OR MORE OF THE FOLLOWING PERFORMANCE MEASURES: (I) NET
EARNINGS OR NET INCOME (BEFORE OR AFTER TAXES); (II) BASIC OR DILUTED EARNINGS
PER SHARE (BEFORE OR AFTER TAXES); (III) NET REVENUE OR NET REVENUE GROWTH;
(IV) GROSS PROFIT OR GROSS PROFIT GROWTH; (V) NET OPERATING PROFIT (BEFORE OR
AFTER TAXES); (VI)RETURN MEASURES (INCLUDING, BUT NOT LIMITED TO, RETURN ON
ASSETS, CAPITAL, INVESTED CAPITAL, EQUITY, OR SALES); (VII) CASH FLOW
(INCLUDING, BUT NOT LIMITED TO, OPERATING CASH FLOW, FREE CASH FLOW, AND CASH
FLOW RETURN ON CAPITAL); (VIII) EARNINGS BEFORE OR AFTER TAXES, INTEREST,
DEPRECIATION AND/OR AMORTIZATION; (IX) GROSS OR OPERATING MARGINS; (X)
PRODUCTIVITY RATIOS; (XI) SHARE PRICE (INCLUDING, BUT NOT LIMITED TO, GROWTH
MEASURES AND TOTAL STOCKHOLDER RETURN); (XII) EXPENSE TARGETS; (XIII) MARGINS;
(XIV) OPERATING EFFICIENCY; (XV) OBJECTIVE MEASURES OF CUSTOMER SATISFACTION;
(XVI) WORKING CAPITAL TARGETS; (XVII) MEASURES OF ECONOMIC VALUE ADDED; (XVIII)
INVENTORY CONTROL; (XIX) ENTERPRISE VALUE; (XX) ENROLLMENT METRICS; (XXI)
RETENTION METRICS; AND (XXII)GRADUATION METRICS.
PERFORMANCE GOALS MAY BE
ESTABLISHED ON A COMPANY-WIDE BASIS OR WITH RESPECT TO