2008 Long Term Incentive Program Award Agreement

Summary

This agreement outlines the 2008 Long Term Incentive Program for employees, specifying how restricted stock units (RSUs) and performance-based restricted stock units (PSUs) are allocated based on job level. The program covers executives and other employees, with awards vesting over four years at 25% per year. The number of PSUs granted depends on the company's adjusted net income for 2008, with payout levels ranging from 0% to 200% of the target award based on performance. The agreement sets clear terms for eligibility, vesting, and performance measurement.

EX-10.5 5 b69755weexv10w5.htm EX-10.5 LONG TERM INCENTIVE PROGRAM exv10w5

Exhibit 10.5

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

2008 Long Term Incentive Program

Award Date:
March 30, 2008

Unit Allocation Ratio:


	Job Category			Ratio of PSUs/RSUs by job level
	CEO			100/0
	EVP			100/0
	SVP			70/30
	VP			50/50
	Director and below			30/70
	New Hire Pool			RSU Only

RSUs = Restricted Stock Units
PSUs = Performance-Based Restricted Stock Units

Vesting Schedule:

The award vests at a rate of 25% each year over 4 years.

Performance-Based Restricted Stock Unit Calculations:

The number of PSUs received under this Long Term Incentive Program is based on the following:


2008 PSU Metric
Metric	Threshold	Target	Maximum
Adjusted Net Income*	$[**]	$[**]	$[**]

*as defined in the 2008 Short-Term Incentive Program Document


	2008 Payout Levels
	2008 Adjusted Net Income Result			Shares Granted as a Percent of PSU Target Award*
	Below Threshold			0%
	Threshold			50%
	Target			100%
	Maximum			200%
	Above Maximum			200%

*Shares granted are ratable between Threshold, Target, and Maximum based on actual performance.