LAW, EITHER ALONE OR IN ADDITION TO OTHER AWARDS
GRANTED UNDER THE PLAN.
THE PROVISIONS OF RESTRICTED STOCK AWARDS NEED NOT BE
THE SAME WITH RESPECT TO EACH RECIPIENT.
EXCEPT WITH RESPECT TO RESTRICTED
STOCK AWARDED IN LIEU OF BONUSES OR OTHER SIMILAR AWARDS, RESTRICTED STOCK
AWARDS SHALL VEST OVER A MINIMUM PERIOD OF THREE YEARS FROM THE DATE OF GRANT.
(B)
REGISTRATION.
ANY RESTRICTED STOCK ISSUED HEREUNDER MAY BE EVIDENCED IN
SUCH MANNER, AS THE COMMITTEE, IN ITS SOLE DISCRETION, SHALL DEEM APPROPRIATE,
INCLUDING, WITHOUT LIMITATION, BOOK ENTRY REGISTRATION OR ISSUANCE OF A STOCK
CERTIFICATE OR CERTIFICATES.
IN THE EVENT ANY STOCK CERTIFICATES ARE ISSUED IN
RESPECT OF SHARES OF RESTRICTED STOCK AWARDED UNDER THE PLAN, SUCH CERTIFICATES
SHALL BE REGISTERED IN THE NAME OF THE PARTICIPANT AND SHALL BEAR AN APPROPRIATE
9
LEGEND REFERRING TO THE TERMS, CONDITIONS AND RESTRICTIONS APPLICABLE TO SUCH
AWARD.
THE COMMITTEE MAY REQUIRE THAT THE CERTIFICATES EVIDENCING SUCH SHARES
BE HELD IN CUSTODY BY THE COMPANY UNTIL THE RESTRICTIONS THEREON SHALL HAVE
LAPSED AND THAT, AS A CONDITION OF ANY AWARD OF RESTRICTED STOCK, THE
PARTICIPANT SHALL HAVE DELIVERED A STOCK POWER, ENDORSED IN BLANK, RELATING TO
THE SHARES COVERED BY THE AWARD.
(C)
FORFEITURE.
EXCEPT AS OTHERWISE DETERMINED BY THE COMMITTEE AT THE TIME
OF GRANT OR THEREAFTER, UPON TERMINATION OF EMPLOYMENT OR SERVICES FOR ANY
REASON DURING THE RESTRICTION PERIOD, ALL SHARES OF RESTRICTED STOCK STILL
SUBJECT TO RESTRICTION SHALL BE FORFEITED BY THE PARTICIPANT AND REACQUIRED BY
THE COMPANY.
UNRESTRICTED SHARES, EVIDENCED IN SUCH MANNER AS THE COMMITTEE
SHALL DEEM APPROPRIATE, SHALL BE ISSUED TO THE GRANTEE PROMPTLY AFTER EXPIRATION
OF THE PERIOD OF FORFEITURE, AS DETERMINED OR MODIFIED BY THE COMMITTEE.
SECTION 9.
PERFORMANCE AWARDS.
PERFORMANCE AWARDS MAY BE ISSUED HEREUNDER TO
PARTICIPANTS, FOR NO CASH CONSIDERATION OR FOR SUCH MINIMUM CONSIDERATION AS MAY
BE REQUIRED BY APPLICABLE LAW, EITHER ALONE OR IN ADDITION TO OTHER AWARDS
GRANTED UNDER THE PLAN.
THE PERFORMANCE CRITERIA TO BE ACHIEVED DURING ANY
PERFORMANCE PERIOD AND THE LENGTH OF THE PERFORMANCE PERIOD SHALL BE DETERMINED
BY THE COMMITTEE UPON THE GRANT OF EACH PERFORMANCE AWARD.
EXCEPT AS PROVIDED
IN SECTION 12, PERFORMANCE AWARDS WILL BE DISTRIBUTED ONLY AFTER THE END OF THE
RELEVANT PERFORMANCE PERIOD.
PERFORMANCE AWARDS MAY BE PAID IN CASH, SHARES,
OTHER PROPERTY, OR ANY COMBINATION THEREOF, IN THE SOLE DISCRETION OF THE
COMMITTEE AT THE TIME OF PAYMENT.
THE PERFORMANCE LEVELS TO BE ACHIEVED FOR
EACH PERFORMANCE PERIOD AND THE AMOUNT OF THE AWARD TO BE DISTRIBUTED SHALL BE
CONCLUSIVELY DETERMINED BY THE COMMITTEE.
PERFORMANCE AWARDS MAY BE PAID IN A
LUMP SUM OR IN INSTALLMENTS FOLLOWING THE CLOSE OF THE PERFORMANCE PERIOD OR, IN
ACCORDANCE WITH PROCEDURES ESTABLISHED BY THE COMMITTEE, ON A DEFERRED BASIS.
SECTION 10.
OTHER STOCK UNIT AWARDS.
(A)
STOCK AND ADMINISTRATION.
OTHER AWARDS OF SHARES AND OTHER AWARDS THAT
ARE VALUED IN WHOLE OR IN PART BY REFERENCE TO, OR ARE OTHERWISE BASED ON,
SHARES OR OTHER PROPERTY ("OTHER STOCK UNIT AWARDS") MAY BE