Performance Shares and Performance Units. The Board may, from time to time and upon such terms and conditions as it may determine, also authorize the granting of Performance Shares and Performance Units that will become payable to a Participant upon achievement of specified Management Objectives during the Performance Period. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will specify the number of Performance Shares or P
...erformance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors. (b) The Performance Period with respect to each Performance Share or Performance Unit will be such period of time as will be determined by the Board at the time of grant which may be subject to earlier lapse or other modification in the event of the retirement or other termination of employment, death or disability of a Participant, or a Change of Control. (c) Any grant of Performance Shares or Performance Units will specify Management Objectives which, if achieved, will result in payment or early payment of -12- the award, and each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Performance Shares or Performance Units that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified Management Objectives. The grant of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied. (d) Each grant will specify the time and manner of payment of Performance Shares or Performance Units that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in shares of Common Stock or in any combination thereof and may either grant to the Participant or retain in the Board the right to elect among those alternatives. (e) Any grant of Performance Shares or Performance Units may specify that the amount payable or the number of shares of Common Stock issued with respect thereto may not exceed maximums specified by the Board at the Date of Grant. (f) The Board may at the Date of Grant of Performance Shares provide for the payment of dividend equivalents to the holder thereof either in cash or in additional shares of Common Stock subject in all cases to payment on a contingent basis based on the Participant's earning of the Performance Shares with respect to which such dividend equivalents are paid. (g) Each grant of Performance Shares or Performance Units will be evidenced by an Evidence of Award and will contain such other terms and provisions, consistent with this Plan, as the Board may approve.
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Performance Shares and Performance Units. The
Board may, from time Committee may also authorize grants of Performance Shares and Performance Units, which shall become payable to
time and the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as
it the Committee may
determine, also authorize the granting of Performance Shares and Performance Units that will become payable to a Participant upon achievement of specified Management Objectives during the Performance Period. Each such grant ma...y utilize any or all of the authorizations, and will be subject to all of the requirements, contained determine in accordance with the following provisions: (a) A. Each grant will shall specify the number of Performance Shares or Performance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors. (b) pertains. B. The Performance Period with respect to each Performance Share or Performance Unit will be such period of time as will be determined shall commence on the date established by the Board at the time of grant which Committee and may be subject to earlier lapse or other modification termination in the event of a change in control of the retirement Corporation or other termination of employment, death similar transaction or disability of a Participant, or a Change of Control. (c) Any event. C. Each grant of shall specify the Performance Shares or Performance Units will specify Management Objectives which, if achieved, will result in payment or early payment of -12- that are to be achieved by the award, and each Participant. D. Each grant may specify in respect of such Management the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the number amount of Performance Shares or Performance Units that will any payment to be earned made if performance is at or above the such minimum or threshold acceptable level or levels, or is at or above the target level or levels, but falls short of the maximum achievement of the specified Management Performance Objectives. The grant of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied. (d) E. Each grant will shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned. Any earned, and any grant may specify that the any such amount payable with respect thereto may be paid by the Company Corporation in cash, in shares of Common Stock or in any combination thereof and may either grant to the Participant or retain in reserve to the Board Committee the right to elect among those alternatives. (e) F. Any grant of Performance Shares or Performance Units may specify that the amount payable or the number of shares of Common Stock issued with respect thereto may not exceed maximums a maximum specified by the Board at Committee on the Date date of Grant. (f) The Board may at grant. G. During the Date Performance Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of Grant ownership in any Performance Shares and shall not have any right to vote such shares. Any grant of Performance Shares may provide for the payment to the Participant of dividend or other distribution equivalents to the holder thereof either thereon in cash or in additional shares of Common Stock subject in all cases to payment on a current, deferred or contingent basis based on the Participant's earning of the Performance Shares with respect to which such dividend equivalents are paid. (g) basis. H. Each grant of shall be evidenced by an agreement that shall be delivered to and accepted by the Participant, which shall state that the Performance Shares or Performance Units will be evidenced by an Evidence are subject to all of Award the 13 EXHIBIT 10.1 terms and will contain conditions of this Plan and such other terms and provisions, provisions as the Committee may determine consistent with this Plan, as Plan. The terms and conditions of the Board Performance Award Agreements may approve. change from time to time, and the terms and conditions of separate grants of Performance Shares and Performance Units need not be identical.
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Performance Shares and Performance Units. The
Board may, from time Committee may also authorize grants of Performance Shares and Performance Units, which shall become payable to
time and the Participant only upon the achievement of specified Performance 8 Objectives, upon such terms and conditions as
it the Committee may
determine, also authorize determine in accordance with the
granting following provisions: 9.1 Number of Performance Shares
and Performance Units that will become payable to a Participant upon achievement of specified Ma...nagement Objectives during the Performance Period. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Units. Each grant will shall specify the number of Performance Shares or Performance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors. (b) 9.2 Performance Period. The Performance Period with respect to each Performance Share or Performance Unit will shall be such period of time as will be determined by set forth in the Board at the time of grant which Award Agreement and may be subject to earlier lapse or other modification termination in the event of a Change in Control of the retirement Company or other termination of employment, death similar transaction or disability of a Participant, event. 9.3 Performance Objectives. Each grant shall specify the Performance Objectives that must be achieved by the Participant or a Change of Control. (c) Any grant of the Company, as applicable, in order for the Award to be earned. 9.4 Threshold Performance Shares or Performance Units will specify Management Objectives which, if achieved, will result in payment or early payment of -12- the award, and each Objectives. Each grant may specify in respect of such Management the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the number amount of Performance Shares or Performance Units that will any payment to be earned made if performance is at or above the such minimum or threshold acceptable level or levels, or is at or above the target level or levels, but falls short of the maximum achievement of the specified Management Performance Objectives. The grant 9.5 Payment of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied. (d) Units. Each grant will shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned. Any earned, and any grant may specify that the any such amount payable with respect thereto may be paid by the Company in cash, in shares of Common Stock Shares or in any combination thereof and may either grant to the Participant or retain in reserve to the Board Committee the right to elect among those alternatives. (e) 9.6 Maximum Payment. Any grant of Performance Shares or Performance Units may specify that the amount payable payable, or the number of shares of Common Stock issued Shares issued, with respect thereto may not exceed maximums a maximum specified by the Board at Committee on the Date of Grant. (f) Grant Date. 9.7 Dividend Equivalents. The Board Committee may at the Date of Grant grant dividend equivalent rights to Participants in connection with Awards of Performance Shares provide for the payment of dividend equivalents to the holder thereof either in cash or in additional shares of Common Stock subject in all cases to payment on a contingent basis based on the Participant's earning of the Performance Shares with respect to which Shares. The Committee may specify whether such dividend equivalents are paid. (g) shall be paid or distributed when accrued, deferred (with or without interest), or deemed to have been reinvested in additional Shares; provided, however, that notwithstanding any provision in the Plan to the contrary, in no event shall such dividend equivalents vest or otherwise be paid out prior to the time that the underlying Award (or portion thereof) has vested and, accordingly, will be subject to cancellation and forfeiture if such Award does not vest (including for both time-based and performance-based Awards). 9.8 Award Agreement. Each grant of shall be evidenced by an Award Agreement which shall state that the Performance Shares or Performance Units will be evidenced by an Evidence are subject to all of Award the terms and will contain conditions of this Plan and such other terms and provisions, provisions as the Committee may determine consistent with this Plan, as the Board may approve. Plan.
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Performance Shares and Performance Units. The
Board may, Committee may from time to time
authorize grants of Performance Shares and
Performance Units, which shall become payable to the Grantee upon the achievement of specified Performance Objectives, upon such terms and conditions as
it the Committee may
determine, also authorize determine in accordance with the
granting following provisions: (a)Number of Performance Shares
and Performance Units that will become payable to a Participant upon achievement of specified Management Objective...s during the Performance Period. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Units. Each grant will shall specify the number of Performance Shares or Performance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors. (b) -8-Exhibit 10.4(b)Performance Period. The Performance Period with respect to each Performance Share or Performance Unit will shall be such period of time as will be determined by set forth in the Board at the time of grant which Award Agreement and may be subject to earlier lapse or other modification termination in the event of a change in control of the retirement Company or other termination of employment, death similar transaction or disability of a Participant, or a Change of Control. (c) Any event. (c)Performance Objectives. Each grant of shall specify the Performance Shares or Objectives that are to be achieved by the Grantee. (d)Threshold Performance Units will specify Management Objectives which, if achieved, will result in payment or early payment of -12- the award, and each Objectives. Each grant may specify in respect of such Management the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the number amount of Performance Shares or Performance Units that will any payment to be earned made if performance is at or above the such minimum or threshold acceptable level or levels, or is at or above the target level or levels, but falls short of the maximum achievement of the specified Management Performance Objectives. The grant (e)Payment of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied. (d) Units. Each grant will shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned. earned, and any grant may specify that any such amount may be paid by the Company in cash, Shares or any combination thereof and may either grant to the Grantee or reserve to the Committee the right to elect among those alternatives. (f)Maximum Payment. Any grant of Performance Shares may specify that the amount payable with respect thereto may be paid not exceed a maximum specified by the Company in cash, in shares of Common Stock or in any combination thereof and may either grant to Committee on the Participant or retain in the Board the right to elect among those alternatives. (e) Grant Date. Any grant of Performance Shares or Performance Units may specify that the amount payable payable, or the number of shares of Common Stock issued Shares issued, with respect thereto may not exceed maximums specified by the Board at Committee on the Date of Grant. (f) The Board may at the Date of Grant Date. (g)Dividend Equivalents. Subject to Section 16(g), any grant of Performance Shares may provide for the payment to the Grantee of dividend equivalents to the holder thereof either thereon in cash or additional Shares, provided however that the Award Agreement shall provide that the Grantee shall not receive any dividends unless and until such time as the Performance Shares are earned and paid, and provided further that if the payment or crediting of dividends or dividend equivalents is in additional shares respect of Common Stock an Award that is subject to Code Section 409A, then the payment or crediting of such dividends or dividend equivalents shall conform to the requirements of Code Section 409A and such requirements shall be specified in all cases writing. (h)Adjustment of Performance Objectives. If provided in the terms of the grant, the Committee may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the Grant Date that are unrelated to payment on a contingent basis based on the Participant's earning performance of the Grantee and result in distortion of the Performance Shares with respect to which such dividend equivalents are paid. (g) Objectives or the related minimum acceptable level of achievement. (i)Award Agreement. Each grant of shall be evidenced by an Award Agreement which shall state that the Performance Shares or Performance Units will be evidenced by an Evidence are subject to all of Award the terms and will contain conditions of this Plan and such other terms and provisions, provisions as the Committee may determine consistent with this Plan, as the Board may approve. Plan.
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Performance Shares and Performance Units. The
Board may, from time Committee may also authorize grants of Performance Shares and Performance Units, which shall become payable to
time and the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as
it the Committee may
determine, also authorize determine in accordance with the
granting following provisions: 9.1 Number of Performance Shares
and Performance Units that will become payable to a Participant upon achievement of specified Managemen...t Objectives during the Performance Period. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Units. Each grant will shall specify the number of Performance Shares or Performance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors. (b) 9.2 Performance Period. The Performance Period with respect to each Performance Share or Performance Unit will be such period of time as will shall be determined by the Board at Committee and set forth in the time of grant which Award Agreement and may be subject to earlier lapse or other modification termination in the event of a change in control of the retirement Company or other termination of employment, death similar transaction or disability of a Participant, or a Change of Control. (c) Any event. 8 9.3 Performance Objectives. Each grant of shall specify the Performance Shares or Objectives that are to be achieved by the Participant. 9.4 Threshold Performance Units will specify Management Objectives which, if achieved, will result in payment or early payment of -12- the award, and each Objectives. Each grant may specify in respect of such Management the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the number amount of Performance Shares or Performance Units that will any payment to be earned made if performance is at or above the such minimum or threshold acceptable level or levels, or is at or above the target level or levels, but falls short of the maximum achievement of the specified Management Performance Objectives. The grant 9.5 Payment of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied. (d) Units. Each grant will shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned. earned, and any grant may specify that any such amount will be paid by the Company in cash, Shares or any combination thereof or may grant to the Participant or reserve to the Committee the right to elect among those alternatives. 9.6 Maximum Payment. Any grant of Performance Shares may specify that the amount payable with respect thereto may be paid not exceed a maximum specified by the Company in cash, in shares of Common Stock or in any combination thereof and may either grant to Committee on the Participant or retain in the Board the right to elect among those alternatives. (e) Grant Date. Any grant of Performance Shares or Performance Units may specify that the amount payable payable, or the number of shares of Common Stock issued Shares issued, with respect thereto may not exceed maximums specified by the Board at Committee on the Date of Grant. (f) The Board may at the Date of Grant Date. 9.7 Dividend Equivalents. Any grant of Performance Shares may provide for the payment to the Participant of dividend equivalents to the holder thereof either thereon in cash or in additional shares of Common Stock subject in all cases to payment Shares on a deferred or contingent basis based on with respect to any or all dividends or other distributions paid by the Participant's earning Company; provided, however, that no cash payments or dividend equivalents shall be payable until all applicable vesting and performance conditions are met. 9.8 Adjustment of Performance Objectives. If provided in the terms of the grant, the Committee may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the Grant Date that are unrelated to the performance of the Participant and result in distortion of the Performance Shares with respect to which Objectives or the related minimum acceptable level of achievement; provided, however, in the case of a Qualified Performance-Based Award any such dividend equivalents are paid. (g) modifications may not increase the amount payable under such Award. 9.9 Award Agreement. Each grant of shall be evidenced by an Award Agreement which shall state that the Performance Shares or Performance Units will be evidenced by an Evidence are subject to all of Award the terms and will contain conditions of this Plan and such other terms and provisions, provisions as the Committee may determine consistent with this Plan, as the Board may approve. Plan.
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Performance Shares and Performance Units. The
Board may, from time Committee may also authorize grants of Performance Shares and Performance Units, which shall become payable to
time and the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as
it the Committee may
determine, also authorize determine in accordance with the
granting following provisions: 9.1 Number of Performance Shares
and Performance Units that will become payable to a Participant upon achievement of specified Managemen...t Objectives during the Performance Period. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Units. Each grant will shall specify the number of Performance Shares or Performance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors. (b) 9.2 Performance Period. The Performance Period with respect to each Performance Share or Performance Unit will be such period of time as will shall be determined by the Board at Committee and set forth in the time of grant which Award Agreement and may be subject to earlier lapse or other modification termination in the event of a change in control of the retirement Company or other termination of employment, death similar transaction or disability of a Participant, or a Change of Control. (c) Any event. 9.3 Performance Objectives. Each grant of shall specify the Performance Shares or Objectives that are to be achieved by the Participant. 9.4 Threshold Performance Units will specify Management Objectives which, if achieved, will result in payment or early payment of -12- the award, and each Objectives. Each grant may specify in respect of such Management the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the number amount of Performance Shares or Performance Units that will any payment to be earned made if performance is at or above the such minimum or threshold acceptable level or levels, or is at or above the target level or levels, but falls short of the maximum achievement of the specified Management Performance Objectives. The grant 9.5 Payment of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied. (d) Units. Each grant will shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned. earned, and any grant may specify that any such amount will be paid by the Company in cash, Shares or any combination thereof or may grant to the Participant or reserve to the Committee the right to elect among those alternatives. 9.6 Maximum Payment. Any grant of Performance Shares may specify that the amount payable with respect thereto may be paid not exceed a maximum specified by the Company in cash, in shares of Common Stock or in any combination thereof and may either grant to Committee on the Participant or retain in the Board the right to elect among those alternatives. (e) Grant Date. Any grant of Performance Shares or Performance Units may specify that the amount payable payable, or the number of shares of Common Stock issued Shares issued, with respect thereto may not exceed maximums specified by the Board at Committee on the Date of Grant. (f) The Board may at the Date of Grant Date. 9.7 Dividend Equivalents. Any grant of Performance Shares may provide for the payment to the Participant of dividend equivalents to the holder thereof either thereon in cash or in additional shares of Common Stock subject in all cases to payment Shares on a deferred or contingent basis based on with respect to any or all dividends or other distributions paid by the Participant's earning Company; provided, however, that no cash payments or dividend equivalents shall be payable until all applicable vesting and performance conditions are met. 9.8 Adjustment of Performance Objectives. If provided in the terms of the grant, the Committee may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the Grant Date that are unrelated to the performance of the Participant and result in distortion of the Performance Shares with respect to which Objectives or the related minimum acceptable level of achievement; provided, however, in the case of a Qualified Performance-Based Award any such dividend equivalents are paid. (g) modifications may not increase the amount payable under such Award. 9.9 Award Agreement. Each grant of shall be evidenced by an Award Agreement which shall state that the Performance Shares or Performance Units will be evidenced by an Evidence are subject to all of Award the terms and will contain conditions of this Plan and such other terms and provisions, provisions as the Committee may determine consistent with this Plan, as the Board may approve. Plan.
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Performance Shares and Performance Units. The
Board may, from time to time and upon such terms and conditions as it Compensation Committee or, in accordance with Section 11(d), an Authorized Officer may
determine, also authorize the granting of grant Performance Shares and Performance Units that will become payable to a Participant upon achievement of specified Management Objectives during the Performance Period. Each such grant
may will utilize any or all of the
authorizations, and will be subject to all of the requirements, contained ...authorizations as specified in the following provisions: (a) Each grant will specify the number of Performance Shares or Performance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors. factors; provided, however, that no such adjustment will be made in the case of a Qualified Performance-Based Award where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. (b) The Performance Period with respect to each Performance Share or Performance Unit will be such period of time time, as will be determined by the Board Compensation Committee or an Authorized Officer at the time Date of grant which may be subject to earlier lapse or other modification in the event of the retirement or other termination of employment, death or disability of a Participant, or a Change of Control. Grant. (c) Any grant of Performance Shares or Performance Units will specify Management Objectives Objectives, which, if achieved, will result in payment or early payment of -12- the award, Award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level or levels of achievement and may will set forth a formula for determining the number of Performance Shares or Performance Units that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, level(s), but falls short of maximum full achievement of the specified Management Objectives. The grant of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board Compensation Committee must certify that the Management Objectives have been satisfied. (d) Any grant of Performance Shares or Performance Units may provide for the earlier lapse or other modification, including in the event of termination without Cause, resignation for Good Reason, Normal Retirement, termination due to death or Disability of the Participant, a Change in Control, or the grant of a Substitute Award and to the extent that any grant or Substitute Award is subject to, or determined to be subject to, Section 409A of the Code, the time and form of payment shall be indicated in the Evidence of Award as upon one or more of the permissible payment events under Section 409A of the Code and, as subject to the Six-Month Payment Delay, if required. (e) Each grant will specify the time and manner of payment of Performance Shares or Performance Units that have been earned. earned and, that such payment is subject to the Six-Month Payment Delay, if required. Any grant may specify that the amount payable with respect thereto may be paid by the Company Corporation in cash, in shares of Common Stock, in Restricted Stock or Restricted Stock Units or in any combination thereof and may either grant to the Participant or retain in the Board Compensation Committee the right to elect among those alternatives. (e) Any grant of Performance Shares or Performance Units may specify alternatives; provided, however, that as applicable, the amount payable or the number of shares of Common Stock issued with respect thereto may not exceed maximums the maximum amount payable, as may be specified by the Board at Compensation Committee or an Authorized Officer on the Date of Grant. (f) The Board Compensation Committee may at the Date of Grant of Performance Shares provide for the payment of dividend equivalents to the holder thereof on either a current, deferred or contingent basis, either in cash or in additional shares of Common Stock subject in all cases to Stock. In this case, the Evidence of Award will specify, the time of payment on a contingent basis based on the Participant's earning of the Performance Shares with respect to which such dividend equivalents are paid. and, that such payment is subject to the Six-Month Payment Delay, if required. (g) Each grant of Performance Shares or Performance Units will be evidenced by an Evidence of Award and will contain such other terms and provisions, consistent with this Plan, as the Board Compensation Committee or an Authorized Officer may approve. (h) Except as provided in an Evidence of Award, in the event of a Participant's termination of employment or service, any of the Participant's Performance Shares and Performance Units that remain subject to a Performance Period on the Participant's Termination Date will be cancelled and immediately forfeited, without further action on the part of the Corporation or the Compensation Committee, and the Participant will have no further rights in respect of such Performance Shares or Performance Units.
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Performance Shares and Performance Units. The Board
may, from time may also authorize grants of Performance Shares and Performance Units, which shall become payable to
time and the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as
it the Board may
determine, also authorize determine in accordance with the
granting following provisions: 9.1 Number of Performance Shares
and Performance Units that will become payable to a Participant upon achievement of specified Management Objectives d...uring the Performance Period. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Units. Each grant will shall specify the number of Performance Shares or Performance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors. (b) 8 9.2 Performance Period. The Performance Period with respect to each Performance Share or Performance Unit will be such period of time as will be determined by shall commence on the Board at the time of grant which Grant Date and may be subject to earlier lapse or other modification termination in the event of a change in control of the retirement Company or other termination of employment, death similar transaction or disability of a Participant, or a Change of Control. (c) Any event. 9.3 Performance Objectives. Each grant of shall specify the Performance Shares or Objectives that are to be achieved by the Participant. 9.4 Threshold Performance Units will specify Management Objectives which, if achieved, will result in payment or early payment of -12- the award, and each Objectives. Each grant may specify in respect of such Management the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the number amount of Performance Shares or Performance Units that will any payment to be earned made if performance is at or above the such minimum or threshold acceptable level or levels, or is at or above the target level or levels, but falls short of the maximum achievement of the specified Management Performance Objectives. The grant 9.5 Payment of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied. (d) Units. Each grant will shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned. Any earned, and any grant may specify that the any such amount payable with respect thereto may be paid by the Company in cash, in shares of Common Stock Shares or in any combination thereof and may either grant to the Participant or retain in reserve to the Board the right to elect among those alternatives. (e) 9.6 Maximum Payment. Any grant of Performance Shares or may specify that the amount issuable with respect thereto may not exceed a maximum specified by the Board on the Grant Date. Any grant of Performance Units may specify that the amount payable payable, or the number of shares of Common Stock issued Shares issued, with respect thereto may not exceed maximums specified by the Board at on the Date of Grant. (f) The Board may at the Date of Grant Date. 9.7 Dividend Equivalents. Any grant of Performance Shares may provide for the payment to the Participant of dividend equivalents to the holder thereof either thereon in cash or in additional shares of Common Stock subject in all cases to payment Shares on a current, deferred or contingent basis based on basis. 9.8 Adjustment of Performance Objectives. If provided in the Participant's earning terms of the grant, the Board may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Board, events or transactions have occurred after the Grant Date that are unrelated to the performance of the Participant and result in distortion of the Performance Shares with respect to which such dividend equivalents are paid. (g) Objectives or the related minimum acceptable level of achievement. 9.9 Award Agreement. Each grant of shall be evidenced by an Award Agreement which shall state that the Performance Shares or Performance Units will be evidenced by an Evidence are subject to all of Award the terms and will contain conditions of this Plan and such other terms and provisions, consistent with this Plan, provisions as the Board may approve. determine consistent with this Plan.
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Performance Shares and Performance Units. The
Board may, from time to time and upon such terms and conditions as it Committee may
determine, also authorize the
granting grant of Performance Shares and Performance Units that will become payable to a Participant upon achievement of specified Management Objectives
or other performance criteria during the Performance Period. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will
... specify the number of Performance Shares or Performance Units to which it pertains, which number and may be subject to provide for an adjustment to reflect that number in the case of changes in compensation or other factors. (b) The Performance Period with respect to each Performance Share or Performance Unit will be such period of time as will be determined by the Board Committee at the time Date of grant Grant, which may be subject to earlier lapse or other modification in the event of the retirement retirement, death, disability or other termination of employment, death or disability of a Participant, the Participant's service or a Change change of Control. control of the Company or a Subsidiary (or other similar transaction or event). (c) Any A grant of Performance Shares or Performance Units will specify Management Objectives or other performance criteria which, if achieved, will result in payment or early payment of -12- the award, Award, and each grant may specify in respect of such specified Management Objectives or other performance criteria a minimum acceptable level or levels of achievement and may will set forth a formula for determining the number of Performance Shares or Performance Units that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified Management Objectives. The grant of Performance Shares Objectives or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied. criteria. (d) Each grant will specify the time and manner of payment of Performance Shares or Performance Units that have been earned. Any A grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in shares of Common Stock Shares or in any combination thereof and may either grant to the Participant or retain in the Board Committee the right to elect among those alternatives. 9 (e) Any A grant of Performance Shares or may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee at the Date of Grant. A grant of Performance Units may specify that the amount payable or the number of shares of Common Stock Shares issued with respect thereto may not exceed maximums specified by the Board Committee at the Date of Grant. (f) The Board may at At the Date of Grant of Performance Shares Shares, the Committee may, but is not required to, provide for the payment of dividend equivalents to the holder thereof either thereof, in cash cash, Common Shares or in additional shares of Common Stock subject in all cases to payment Performance Shares, which may be on a current, deferred or contingent basis based on the Participant's earning of the Performance Shares with respect to which such dividend equivalents are paid. basis. (g) Each grant of Performance Shares or Performance Units will be evidenced by an Evidence of Award and will contain such other terms and provisions, consistent with this the Plan, as the Board Committee may approve. approve from time to time.
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Performance Shares and Performance Units. The
Board may, from time to time and upon such terms and conditions as it Committee may
determine, also authorize the
granting grant of Performance Shares and Performance Units that will become payable to a Participant upon achievement of specified Management Objectives
or other performance criteria during the Performance Period. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will
... specify the number of Performance Shares or Performance Units to which it pertains, which number and may be subject to provide for an adjustment to reflect that number in the case of changes in compensation or other factors. (b) The Performance Period with respect to each Performance Share or Performance Unit will be such period of time as will be determined by the Board Committee at the time Date of grant Grant, which may be subject to earlier lapse or other modification in the event of the retirement retirement, death, disability or other termination of employment, death or disability of a Participant, the Participant's service or a Change change of Control. control of the Company or a Subsidiary (or other similar transaction or event). (c) Any A grant of Performance Shares or Performance Units will specify Management Objectives or other performance criteria which, if achieved, will result in payment or early payment of -12- the award, Award, and each grant may specify in respect of such specified Management Objectives or other performance criteria a minimum acceptable level or levels of achievement and may will set forth a formula for determining the number of Performance Shares or Performance Units that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified Management Objectives. The grant of Performance Shares Objectives or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied. criteria. (d) Each grant will specify the time and manner of payment of Performance Shares or Performance Units that have been earned. Any A grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in shares of Common Stock Shares or in any combination thereof and may either grant to the Participant or retain in the Board Committee the right to elect among those alternatives. (e) Any A grant of Performance Shares or may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee at the Date of Grant. A grant of Performance Units may specify that the amount payable or the number of shares of Common Stock Shares issued with respect thereto may not exceed maximums specified by the Board Committee at the Date of Grant. (f) The Board may at At the Date of Grant of Performance Shares Shares, the Committee may, but is not required to, provide for the payment of dividend equivalents to the holder thereof either thereof, in cash cash, Common Shares or in additional shares of Common Stock subject in all cases to payment Performance Shares, which may be on a current, deferred or contingent basis based on the Participant's earning of the Performance Shares with respect to which such dividend equivalents are paid. basis. (g) Each grant of Performance Shares or Performance Units will be evidenced by an Evidence of Award and will contain such other terms and provisions, consistent with this the Plan, as the Board Committee may approve. approve from time to time.
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Performance Shares and Performance Units. The Board may, from time to time and upon such terms and conditions as it may determine,
also authorize the granting of grant Performance Shares and Performance Units that will become payable to a Participant upon achievement of specified Management Objectives during the Performance Period. Each
grant or sale of Performance Shares and Performance Units will be evidenced by an Evidence of Award which shall contain such
grant terms and conditions as the Board may
utilize any or all approve that ar...e not inconsistent with the following terms and conditions and those of the authorizations, and will be subject to all remainder of the requirements, contained in the following provisions: Plan: (a) Each grant Evidence of Award will specify the number of Performance Shares or Performance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors. (b) The Performance Period with respect to each Performance Share or Performance Unit will be such period of time as will be determined by the Board at the time of grant which grant, and may be subject to earlier lapse or other modification in the event of the retirement or other termination of employment, retirement, death or disability of a Participant, or a Change of Control. (c) Any grant Evidence of Performance Shares or Performance Units Award will specify Management Objectives which, if achieved, will result in payment or early payment of -12- the award, and each grant Evidence of Award may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Performance Shares or Performance Units that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified Management Objectives. The grant of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied. (d) Each grant Evidence of Award will specify the time and manner of payment to be made pursuant to any award of Performance Shares or Performance Units that have been earned. and the time and manner of such payment. Any grant Evidence of Award may specify that the amount payable with respect thereto may be paid by the Company in cash, in shares of Common Stock or in any combination thereof and may either grant to the Participant or retain in the Board the right to elect among those alternatives. (e) Any grant Evidence of Performance Shares or Performance Units Award may specify that the amount payable or the number of shares of Common Stock issued with respect thereto may not exceed maximums specified by the Board at the Date of Grant. (f) The Board Evidence of Award may at the Date of Grant of Performance Shares provide for the payment of dividend equivalents to the holder thereof either in cash or in additional shares of Common Stock subject in all cases to payment on a contingent basis based on the Participant's earning of the Performance Shares with respect to which such dividend equivalents are paid. (g) Each grant paid, provided that dividend equivalents shall not be paid in a manner that would cause any tax to be due under 409A of Performance Shares or Performance Units will be evidenced by an Evidence of Award and will contain such other terms and provisions, consistent with this Plan, as the Board may approve. Code.
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