Restricted Stock Unit Award Agreement for Glenn H. Epstein – Performance Targets and Vesting Schedule

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

This agreement outlines the terms for a restricted stock unit (RSU) award granted to Glenn H. Epstein. The number of shares that vest depends on the company's pre-tax earnings per share (EPS) growth over a multi-year performance period, with specific targets and corresponding share allocations. Vesting is also contingent on the company maintaining an investment-grade credit rating. If Mr. Epstein leaves the company for a qualified reason, shares earned are determined at the end of that fiscal year. No shares vest if termination occurs in the first two years.

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EX-10.1 2 ex10-1.txt EXHIBIT 10.1 EXHIBIT 10.1 REVISED-APPENDIX A RESTRICTED STOCK UNIT AWARD GLENN H. EPSTEIN PERFORMANCE TARGETS AND VESTING SCHEDULE I. DEFINITIONS "Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined below) as measured at the end of each fiscal year of the Performance Period. Growth shall be measured off of the Base Year Pre-Tax EPX. "Base Year Pre-Tax EPX" shall mean Pre-Tax Operating Earnings Per Share divided by Fully Diluted Shares. Operating Earnings Per Share shall be the final Base Year earnings per share excluding certain items as approved by the Board consistent with past practice and reported by the company in its fiscal year end earnings release. "Fully Diluted Shares" shall mean total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Investment Grade" shall mean an investment rating of not less than BBB- or Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor Service or Fitch). If, at the time of measurement, the Corporation's debt is not rated, then it shall be considered Investment Grade. "Pre-Tax Earnings" shall mean the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted Shares. II. PERFORMANCE TARGETS
- ---------------------------------- ------------------------- ---------------------------- ---------------------------- 622,500 Restricted Units 217,875 Threshold 498,000 Intermediate 622,500 Stretch - ---------------------------------- ------------------------- ---------------------------- ---------------------------- Growth 8% Compounded 11% Compounded 15% Compounded - ---------------------------------------------------------------------------------------------------------------------- Corporation's debt must be Investment Grade at the end of the Performance Period, and in any year in which vesting occurs. - ----------------------------------------------------------------------------------------------------------------------
III. VESTING SCHEDULE The restrictions will lapse with respect to the corresponding number of Restricted Units associated with the performance targets set forth in II above based on the following schedule. This schedule shall be adjusted for any change in the number or class of shares of Stock outstanding, by reason of a stock dividend, stock split, subdivision or combination of shares.
Year 3 allocation EPS Growth Share Alloc x vesting Shares earned ----------------- ---------- $1.36 - $1.45 8%-10.4% 217,875 15% 32,681 $1.46 - $1.63 10.5%-14.9% 498,000 15% 74,700 $1.64 + 15% 622,500 15% 93,375 Year 4 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- $1.47 - $1.60 8%-10.4% 217,875 20% 43,575 $1.61 - $1.88 10.5%-14.9% 498,000 20% 99,600 $1.89 15% 622,500 20% 124,500 Year 5 Allocation Shares earned - ----------------- $1.59 8.0-8.1% 217,875 100% 217,875 $1.60 8.2% 232,618 100% 232,618 $1.61 8.3% 247,362 100% 247,362 $1.62 8.5-8.5% 262,105 100% 262,105 $1.63 8.6% 276,849 100% 276,849 $1.64 8.7% 291,592 100% 291,592 $1.65 8.8-8.9% 306,336 100% 306,336 $1.66 9.0% 321,079 100% 321,079 $1.67 9.1% 335,822 100% 335,822 $1.68 9.2-9.3% 350,566 100% 350,566
Year 5 Allocation Shares earned $1.69 9.4% 365,309 100% 365,309 $1.70 9.5% 380,053 100% 380,053 $1.71 9.6% 394,796 100% 394,796 $1.72 9.7-9.8% 409,539 100% 409,539 $1.73 9.9% 424,283 100% 424,283 $1.74 10.0% 439,026 100% 439,026 $1.75 10.1% 453,770 100% 453,770 $1.76 10.2% 468,513 100% 468,513 $1.77 10.3-10.4% 483,257 100% 483,257 $1.78 10.5% 498,000 100% 498,000 $1.79 10.6% 501,192 100% 501,192 $1.80 10.7-10.8% 504,385 100% 504,385 $1.81 10.9% 507,577 100% 507,577 $1.82 11.0% 510,769 100% 510,769 $1.83 11.1% 513,962 100% 513,962 $1.84 11.2-11.3% 517,154 100% 517,154 $1.85 11.4% 520,346 100% 520,346 $1.86 11.5% 523,538 100% 523,538 $1.87 11.6% 526,731 100% 526,731 $1.88 11.7% 529,923 100% 529,923 $1.89 11.8-11.9% 533,115 100% 533,115 $1.90 12.0% 536,308 100% 536,308
Year 5 Allocation Shares earned $1.91 12.1% 539,500 100% 539,500 $1.92 12.2% 542,692 100% 542,692 $1.93 12.3% 545,885 100% 545,885 $1.94 12.4% 549,077 100% 549,077 $1.95 12.5-12.6% 552,269 100% 552,269 $1.96 12.7% 555,462 100% 555,462 $1.97 12.8% 558,654 100% 558,654 $1.98 12.9% 561,846 100% 561,846 $1.99 13.0% 565,038 100% 565,038 $2.00 13.1% 568,231 100% 568,231 $2.01 13.2% 571,423 100% 571,423 $2.02 13.3% 574,615 100% 574,615 $2.03 13.4-13.5% 577,808 100% 577,808 $2.04 13.6% 581,000 100% 581,000 $2.05 13.7% 584,192 100% 584,192 $2.06 13.8% 587,385 100% 587,385 $2.07 13.9% 590,577 100% 590,577 $2.08 14.0% 593,769 100% 593,769 $2.09 14.1% 593,769 100% 593,769 $2.10 14.2% 593,769 100% 593,769 $2.11 14.3% 593,769 100% 593,769 $2.12 14.4% 593,769 100% 593,769
Year 5 Allocation Shares earned $2.13 14.5-14.6% 593,769 100% 593,769 $2.14 14.7% 593,769 100% 593,769 $2.15 14.8% 593,769 100% 593,769 $2.16 14.9% 593,769 100% 593,769 $2.17 15.0% 622,500 100% 622,500
*(SHALL BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4) In the event of termination for a Qualified Reason, the number of shares earned shall be measured at the end of the fiscal year in which the termination for a Qualified Reason occurred, and shall be paid after the end of such fiscal year. Accordingly, no Restricted Units will vest if termination occurs during fiscal years 2006 or 2007.