2006 Long Term Incentive Program Award Agreement (March 31, 2006)

Summary

This agreement outlines the 2006 Long Term Incentive Program for employees, including the CEO, SVPs, VPs, senior managers, managers, and certain individual contributors. Participants receive a mix of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), with the allocation ratio depending on job level. Awards vest over four years at 25% per year. The number of PSUs granted is tied to the company's 2006 adjusted net income, with payout levels ranging from 50% to 200% of the target award based on performance.

EX-10.4 3 b60732wcexv10w4.htm EX-10.4 LONG TERM INCENTIVE PROGRAM exv10w4

Exhibit 10.4

[NOTE: Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.]

2006 Long Term Incentive Program

Award Date:

March 31, 2006

Unit Allocation Ratio:



	Job Category			Ratio of RSUs/PSUs by job level
	CEO			50/50
	SVP			50/50
	VP			50/50
	Sr Mgr			70/30
	Manager/IC (1)			70/30
	New Hire Pool			RSU only


		(1) IC represents Individual Contributors who may be identified by SVP to receive grant

		RSUs = Restricted Stock Units

		PSUs = Performance 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:



2006 PSU Metric
Metric	Threshold	Target	Maximum
Adjusted Net Income*	$[**]	$[**]	$[**]


		*as defined in the Amended and Restated Short-Term Incentive Program



2006 Payout Levels
2006 Adjusted Net Income Result	Shares Granted as a Percent of PSU Target Award
Threshold		50	%
Target		100	%
Maximum		200	%

*shares granted are ratable between the three payout levels