PERFORMANCE SHARE WILL HAVE
AN INITIAL VALUE EQUAL TO THE FAIR MARKET VALUE OF A SHARE ON THE DATE OF GRANT.
(C)
PERFORMANCE OBJECTIVES AND OTHER TERMS.
THE ADMINISTRATOR WILL SET PERFORMANCE OBJECTIVES OR OTHER VESTING PROVISIONS;
PROVIDED, HOWEVER, THAT EXCEPT AS OTHERWISE PROVIDED IN SECTION 14(C),
PERFORMANCE SHARES/UNITS WILL NOT VEST MORE RAPIDLY THAN ONE-THIRD (1/3RD) OF
THE TOTAL NUMBER OF PERFORMANCE SHARES/UNITS SUBJECT TO AN AWARD EACH YEAR FROM
THE DATE OF GRANT (OR, WITH RESPECT TO AN AWARD GRANTED TO A PARTICIPANT IN
CONNECTION WITH OR AS PART OF HIS OR HER INITIAL EMPLOYMENT WITH THE COMPANY OR
ANY PARENT OR SUBSIDIARY OF THE COMPANY, THE DATE A PARTICIPANT COMMENCES
EMPLOYMENT THE COMPANY OR ANY PARENT OR SUBSIDIARY OF THE COMPANY), UNLESS THE
ADMINISTRATOR DETERMINES THAT THE AWARD IS TO VEST UPON THE ACHIEVEMENT OF
PERFORMANCE CRITERIA AND THE PERIOD FOR MEASURING SUCH PERFORMANCE WILL COVER AT
LEAST TWELVE (12) MONTHS.
SUBJECT TO SECTIONS 4(B)(III) AND (VI) AND
NOTWITHSTANDING THE FOREGOING SENTENCE, THE ADMINISTRATOR, IN ITS SOLE
DISCRETION, MAY PROVIDE AT THE TIME OF OR FOLLOWING THE DATE OF GRANT FOR
ACCELERATED VESTING FOR AN AWARD OF PERFORMANCE SHARES/UNITS IN CONNECTION WITH
A CHANGE IN CONTROL OR UPON OR IN CONNECTION WITH A PARTICIPANT'S TERMINATION OF
SERVICE, INCLUDING, WITHOUT LIMITATION, DUE TO DEATH, DISABILITY OR RETIREMENT.
THE ADMINISTRATOR MAY SET VESTING CRITERIA BASED UPON THE ACHIEVEMENT OF
COMPANY-WIDE, BUSINESS UNIT, OR INDIVIDUAL GOALS (INCLUDING, BUT NOT LIMITED TO,
CONTINUED EMPLOYMENT), OR ANY OTHER BASIS DETERMINED BY THE ADMINISTRATOR IN ITS
DISCRETION.
(D)
EARNING OF PERFORMANCE UNITS/SHARES.
AFTER
THE APPLICABLE PERFORMANCE PERIOD HAS ENDED, THE HOLDER OF PERFORMANCE
UNITS/SHARES WILL BE ENTITLED TO RECEIVE A PAYOUT OF THE NUMBER OF PERFORMANCE
UNITS/SHARES EARNED BY THE PARTICIPANT OVER THE PERFORMANCE PERIOD, TO BE
DETERMINED AS A FUNCTION OF THE EXTENT TO WHICH THE CORRESPONDING PERFORMANCE
OBJECTIVES OR OTHER VESTING PROVISIONS HAVE BEEN ACHIEVED.
AFTER THE GRANT OF A
PERFORMANCE UNIT/SHARE, THE ADMINISTRATOR, IN ITS SOLE DISCRETION, MAY REDUCE OR
WAIVE ANY PERFORMANCE OBJECTIVES OR OTHER VESTING PROVISIONS FOR SUCH
PERFORMANCE UNIT/SHARE.
(E)
FORM AND TIMING OF PAYMENT OF PERFORMANCE
UNITS/SHARES.
PAYMENT OF EARNED PERFORMANCE UNITS/SHARES WILL BE MADE AS SOON
AS PRACTICABLE AFTER THE EXPIRATION OF THE APPLICABLE PERFORMANCE PERIOD.
THE
ADMINISTRATOR, IN ITS SOLE DISCRETION, MAY PAY EARNED PERFORMANCE UNITS/SHARES
IN THE FORM OF CASH, IN SHARES (WHICH HAVE AN AGGREGATE FAIR MARKET VALUE EQUAL
TO THE VALUE OF THE EARNED PERFORMANCE UNITS/SHARES AT THE CLOSE OF THE
APPLICABLE PERFORMANCE PERIOD) OR IN A COMBINATION THEREOF.
(F)
CANCELLATION OF PERFORMANCE
UNITS/SHARES.
ON THE DATE SET FORTH IN THE AWARD AGREEMENT, ALL UNEARNED OR
UNVESTED PERFORMANCE UNITS/SHARES WILL BE FORFEITED TO THE COMPANY, AND AGAIN
WILL BE AVAILABLE FOR GRANT UNDER THE 2007 PLAN.
11.
PERFORMANCE GOALS.
THE GRANTING AND/OR
VESTING OF AWARDS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, PERFORMANCE
SHARES AND PERFORMANCE UNITS AND OTHER INCENTIVES UNDER THE 2007 PLAN MAY BE
MADE SUBJECT TO THE ATTAINMENT OF PERFORMANCE GOALS RELATING TO ONE OR MORE
13
BUSINESS