OF
SPECIFIED PERFORMANCE GOALS.
THE COMMITTEE MAY MAKE PERFORMANCE SHARE AWARDS
INDEPENDENT OF OR IN CONNECTION WITH THE GRANTING OF ANY OTHER AWARD UNDER THE
PLAN.
PERFORMANCE SHARE AWARDS MAY BE GRANTED UNDER THE PLAN TO ANY
PARTICIPANTS, INCLUDING THOSE WHO QUALIFY FOR AWARDS UNDER OTHER PERFORMANCE
PLANS OF THE COMPANY.
THE COMMITTEE IN ITS SOLE DISCRETION SHALL DETERMINE
WHETHER AND TO WHOM PERFORMANCE SHARE AWARDS SHALL BE MADE, THE PERFORMANCE
GOALS APPLICABLE UNDER EACH SUCH AWARD, THE PERIODS DURING WHICH PERFORMANCE IS
TO BE MEASURED, AND ALL OTHER LIMITATIONS AND CONDITIONS APPLICABLE TO THE
AWARDED PERFORMANCE SHARES; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY RELY ON
THE PERFORMANCE GOALS AND OTHER STANDARDS APPLICABLE TO OTHER PERFORMANCE UNIT
PLANS OF THE COMPANY IN SETTING THE STANDARDS FOR PERFORMANCE SHARE AWARDS UNDER
THE PLAN.
(B)
RESTRICTIONS ON TRANSFER.
PERFORMANCE SHARE AWARDS AND ALL RIGHTS
WITH RESPECT TO SUCH AWARDS MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR
OTHERWISE ENCUMBERED.
(C)
RIGHTS AS A SHAREHOLDER.
A PARTICIPANT RECEIVING A PERFORMANCE
SHARE AWARD SHALL HAVE THE RIGHTS OF A SHAREHOLDER ONLY AS TO SHARES ACTUALLY
RECEIVED BY THE PARTICIPANT UNDER THE PLAN AND NOT WITH RESPECT TO SHARES
SUBJECT TO THE AWARD BUT NOT ACTUALLY RECEIVED BY THE PARTICIPANT.
A
PARTICIPANT SHALL BE ENTITLED TO RECEIVE A STOCK CERTIFICATE EVIDENCING THE
ACQUISITION OF SHARES OF STOCK UNDER A PERFORMANCE SHARE AWARD ONLY UPON
SATISFACTION OF ALL CONDITIONS SPECIFIED IN THE WRITTEN INSTRUMENT EVIDENCING
THE PERFORMANCE SHARE AWARD (OR IN A PERFORMANCE PLAN ADOPTED BY THE COMMITTEE).
(D)
TERMINATION.
EXCEPT AS MAY OTHERWISE BE PROVIDED BY THE COMMITTEE
IN THE AWARD, EMPLOYMENT OR OTHER AGREEMENT, A PARTICIPANT'S RIGHTS IN ALL
PERFORMANCE SHARE AWARDS SHALL AUTOMATICALLY TERMINATE UPON THE PARTICIPANT'S
TERMINATION OF EMPLOYMENT (OR OTHER BUSINESS RELATIONSHIP) BY THE COMPANY AND
ITS SUBSIDIARIES FOR ANY REASON (INCLUDING DEATH, DISABILITY AND FOR CAUSE).
(E)
ACCELERATION, WAIVER, ETC.
AT ANY TIME PRIOR TO OR UPON THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT (OR OTHER BUSINESS RELATIONSHIP) BY THE
COMPANY AND ITS SUBSIDIARIES, THE COMMITTEE MAY IN ITS SOLE DISCRETION
ACCELERATE, WAIVE OR, SUBJECT TO SECTION 14, AMEND ANY OR ALL OF THE GOALS,
RESTRICTIONS OR CONDITIONS IMPOSED UNDER ANY PERFORMANCE SHARE AWARD.
SECTION 10.
QUALIFIED PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES
Notwithstanding anything to the contrary contained herein, if any Restricted
Stock Award, Deferred Stock Award or Performance Share Award granted to a
Covered Employee is intended to qualify as "performance-based compensation"
under Section 162(m) of the Code and
15
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