Performance Units and Performance Shares. (a) Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant. (b) Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or
... before the date of grant. Each 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 (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, 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 Plan.
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Performance Units and Performance Shares. (a) Grant of Performance Units/Shares.
Subject to the terms and conditions of the Plan, including without limitation the eligibility requirements of Section 5, Performance Units and Performance Shares may be granted to
Service Providers any individual as a material inducement to the individual becoming an Employee, which grant shall become effective only if the individual actually becomes an Employee, at any time and from time to time, as will be determined by the Administrator, in its sole disc
...retion. The Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant. (b) Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each 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 (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives vesting criteria based upon continued employment or service, the achievement of Company-wide, specific performance objectives (Company-wide, departmental, divisional, business unit unit, or individual goals (including, but not limited to, continued employment or service), service)), applicable federal or state securities laws, laws 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 and, subject to Section 3, again will be available for grant under the Plan. -9- 12. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise or as otherwise required by Applicable Law, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence, such that vesting will cease on the first day of any unpaid leave of absence and will only recommence upon return to active service. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any of its Subsidiaries.
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Performance Units and Performance Shares. (a) Grant of Performance
Units/Shares. Units and Performance Shares. Performance Units and Performance Shares may be granted to Service Providers at any time
as determined by the Administrator, in such numbers and
from time subject to
time, such other terms and conditions as
will be determined by the Administrator, in its
sole discretion.
For Performance Units or Performance Shares intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, (i) no Pa...rticipant will receive Performance Units/Shares having an initial value greater than $4,000,000, and (ii) no Participant will receive more than 500,000 Performance Units/Shares. Notwithstanding the foregoing limitation, for Performance Units/Shares intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, in connection with his or her initial service, a Service Provider may be granted up to an additional 500,000 Performance Units/Shares. (b) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Performance Units/Shares as "performance-based compensation" under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Performance Units/Shares which are intended to qualify under Section 162(m) of the Code, the Administrator will have complete discretion follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the number of Performance Units and Performance Shares granted to each Participant. (b) Goals). 5 (c) Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. (c) (d) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, Administrator will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. (d) (e) 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) (f) 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, Administrator 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) (g) 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 will again will be available for grant under the Plan.
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Performance Units and Performance Shares. (a) Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each
Participant. Participant provided that during any Fiscal Year, for Performance Units or Performance Shares intended to qualify as "performance-base...d compensation" within the meaning of Section 162(m) of the Code, (i) no Participant will receive Performance Units having an initial value greater than $4,000,000, and (ii) no Participant will receive more than 166,666 Performance Shares. Notwithstanding the foregoing limitation, for Performance Shares intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, in connection with his or her initial service, a Service Provider may be granted up to an additional 166,666 Performance Shares. (b) Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each 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 (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, B-11 Exhibit 10.2 and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), goals, applicable federal or state securities laws, 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 Plan. (g) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Performance Units/Shares as "performance-based compensation" under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Performance Units/Shares which are intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).
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Performance Units and Performance Shares. (a) Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance
Units and Performance Shares Units/Shares granted to each
Participant. Participant provided that during any Fiscal Year, for Performance Units or Performance Shares intended to qualify as "per...formance-based compensation" within the meaning of Section 162(m) of the Code, (i) no Participant will receive Performance Units having an initial value greater than $1,000,000, and (ii) no Participant will receive more than 150,000 Performance Shares. Notwithstanding the foregoing limitation, for Performance Shares intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, in connection with his or her initial service, a Service Provider may be granted up to an additional 150,000 Performance Shares. (b) Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each 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 provisions. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, without limitation, but not limited to, continued status as a Service Provider) employment), or any other basis determined by the Administrator in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." discretion. Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon After the achievement grant of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by Performance 10 Units/Shares, the Administrator Administrator, in its discretion. sole discretion, may reduce or waive any restrictions for such Awards. (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 Plan. (g) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Performance Units/Shares as "performance-based compensation" under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Performance Units/Shares which are intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).
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Performance Units and Performance Shares. (a) Grant of Performance
Units/Shares. Units and Performance Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as
will shall be determined by the
Administrator, Administrator in its sole discretion. The Administrator
will shall have complete discretion in determining the number of Performance Units and Performance Shares granted to each
Participant. Service Provider. (b) Value o
...f Performance Units/Shares. Units and Performance Shares. Each Performance Unit will shall have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will shall 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 shall set Performance Goals or other performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its sole discretion which, depending on the extent to which they are met, will shall determine the number or value of Performance Units/Shares Units and Performance Shares that will shall be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Participant. Each Award award of Performance Units/Shares will Units or Performance Shares shall be evidenced by an Award Agreement that will shall specify the Performance Period, Period and such other terms and conditions as the Administrator, Administrator in its sole discretion, will discretion shall determine. The Administrator may set Performance Goals or performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its sole discretion. (d) Earning of Performance Units/Shares. Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will Units or Performance Shares shall be entitled to receive a payout of the number of Performance Units/Shares Units or Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals or performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, Units or Performance Shares, the Administrator, in its sole discretion, may reduce or waive any performance objectives for the Performance Unit or other vesting provisions for such Performance Unit/Share. Share. 16 (e) Form and Timing of Payment of Performance Units/Shares. Units and Performance Shares. Payment of earned Performance Units/Shares will Units and Performance Shares shall be made as soon as practicable after the expiration of the applicable Performance Period. Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned Performance Units/Shares Units and Performance 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 Units or Performance Shares, as applicable, at the close of the applicable Performance Period) or in a combination thereof. of cash and Shares. (f) Cancellation of Performance Units/Shares. Units or Performance Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will Units and Performance Shares shall be forfeited and the Shares subject to the Company, and again will be available for grant under Award shall revert to the Plan. Plan as provided in Section 3(c).
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Performance Units and Performance Shares. (a) Grant of Performance
Units/Shares. Units and Performance Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as
will shall be determined by the
Administrator, Administrator in its sole discretion. The Administrator
will shall have complete discretion in determining the number of Performance Units and Performance Shares granted to each
Participant. Service Provider. (b) Value o
...f Performance Units/Shares. Units and Performance Shares. Each Performance Unit will shall have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will shall 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 shall set Performance Goals or other performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its sole discretion which, depending on the extent to which they are met, will shall determine the number or value of Performance Units/Shares Units and Performance Shares that will shall be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Participant. Each Award award of Performance Units/Shares will Units or Performance Shares shall be evidenced by an Award Agreement that will shall specify the Performance Period, Period and such other terms and conditions as the Administrator, Administrator in its sole discretion, will discretion shall determine. The Administrator may set Performance Goals or performance objectives based upon the achievement of Company-wide, Company‐wide, divisional, business unit 12 or individual goals (including, but not limited to, (including solely continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its sole discretion. (d) Earning of Performance Units/Shares. Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will Units or Performance Shares shall be entitled to receive a payout of the number of Performance Units/Shares Units or Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals or performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, Units or Performance Shares, the Administrator, in its sole discretion, may reduce or waive any performance objectives for the Performance Unit or other vesting provisions for such Performance Unit/Share. Share. (e) Form and Timing of Payment of Performance Units/Shares. Units and Performance Shares. Payment of earned Performance Units/Shares will Units and Performance Shares shall be made as soon as practicable after the expiration of the applicable Performance Period. Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned Performance Units/Shares Units and Performance 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 Units or Performance Shares, as applicable, at the close of the applicable Performance Period) or in a combination thereof. of cash and Shares. (f) Cancellation of Performance Units/Shares. Units or Performance Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will Units and Performance Shares shall be forfeited to the Company, and again will shall be available for grant under the Plan.
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Performance Units and Performance Shares. (a) Grant of Performance
Units/Shares. Units and Performance Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as
will shall be determined by the
Administrator, Administrator in its sole discretion. The Administrator
will shall have complete discretion in determining the number of Performance Units and Performance Shares granted to each
Participant. Service Provider. (b) Value o
...f Performance Units/Shares. Units and Performance Shares. Each Performance Unit will shall have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will shall 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 shall set Performance Goals or other performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its sole discretion which, depending on the extent to which they are met, will shall determine the number or value of Performance Units/Shares Units and Performance Shares that will shall be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Participant. Each Award award of Performance Units/Shares will Units or Performance Shares shall be evidenced by an Award Agreement that will shall specify the Performance Period, Period and such other terms and conditions as the Administrator, Administrator in its sole discretion, will 16 discretion shall determine. The Administrator may set Performance Goals or performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, (including solely continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its sole discretion. (d) Earning of Performance Units/Shares. Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will Units or Performance Shares shall be entitled to receive a payout of the number of Performance Units/Shares Units or Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals or performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, Units or Performance Shares, the Administrator, in its sole discretion, may reduce or waive any performance objectives for the Performance Unit or other vesting provisions for such Performance Unit/Share. Share. (e) Form and Timing of Payment of Performance Units/Shares. Units and Performance Shares. Payment of earned Performance Units/Shares will Units and Performance Shares shall be made as soon as practicable after the expiration of the applicable Performance Period. Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned Performance Units/Shares Units and Performance 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 Units or Performance Shares, as applicable, at the close of the applicable Performance Period) or in a combination thereof. of cash and Shares. (f) Cancellation of Performance Units/Shares. Units or Performance Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will Units and Performance Shares shall be forfeited to the Company, and again will shall be available for grant under the Plan.
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Performance Units and Performance Shares. (a) Grant of Performance
Units/Shares. Units and Performance Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as
will shall be determined by the
Administrator, Administrator in its sole discretion. The Administrator
will shall have complete discretion in determining the number of Performance Units and Performance Shares granted to each
Participant. Service Provider. (b) Value o
...f Performance Units/Shares. Units and Performance Shares. Each Performance Unit will shall have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will shall 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 shall set Performance Goals or other performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its sole discretion which, depending on the extent to which they are met, will shall determine the number or value of Performance Units/Shares Units and Performance Shares that will shall be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Participant. Each Award award of Performance Units/Shares will Units or Performance Shares shall be evidenced by an Award Agreement that will shall specify the Performance Period, Period and such other terms and conditions as the Administrator, Administrator in its sole discretion, will discretion shall determine. The Administrator may set Performance Goals or performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, (including solely continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its sole discretion. (d) Earning of Performance Units/Shares. Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will Units or Performance Shares shall be entitled to receive a payout of the number of Performance Units/Shares Units or Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals or performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, Units or Performance Shares, the Administrator, in its sole discretion, may reduce or waive any performance objectives for the Performance Unit or other vesting provisions for such Performance Unit/Share. Share. (e) Form and Timing of Payment of Performance Units/Shares. Units and Performance Shares. Payment of earned Performance Units/Shares will Units and Performance Shares shall be made as soon as practicable after the expiration of the applicable Performance Period. Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned Performance Units/Shares Units and Performance 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 Units or Performance Shares, as applicable, at the close of the applicable Performance Period) or in a combination thereof. of cash and Shares. 16 (f) Cancellation of Performance Units/Shares. Units or Performance Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will Units and Performance Shares shall be forfeited to the Company, and again will shall be available for grant under the Plan.
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Performance Units and Performance Shares. (a) Grant of Performance
Units/Shares. Units and Performance Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as
will shall be determined by the
Administrator, Administrator in its sole discretion. The Administrator
will shall have complete discretion in determining the number of Performance Units and Performance Shares granted to each
Participant. Service Provider. (b) Value o
...f Performance Units/Shares. Units and Performance Shares. Each Performance Unit will shall have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will shall 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 shall set Performance Goals or other performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its sole discretion which, depending on the extent to which they are met, will shall determine the number or value of Performance Units/Shares Units and Performance Shares that will shall be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Participant. Each Award award of Performance Units/Shares will Units or Performance Shares shall be evidenced by an Award Agreement that will shall specify the Performance Period, Period and such other terms and conditions as the Administrator, Administrator in its sole discretion, will discretion shall determine. The Administrator may set Performance Goals or performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, (including solely continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its sole discretion. (d) Earning of Performance Units/Shares. Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will Units or Performance Shares shall be entitled to receive a payout of the number of Performance Units/Shares Units or Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals or performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, Units or Performance Shares, the Administrator, in its sole discretion, may reduce or waive any performance objectives for the Performance Unit or other vesting provisions for such Performance Unit/Share. Share. 12 (e) Form and Timing of Payment of Performance Units/Shares. Units and Performance Shares. Payment of earned Performance Units/Shares will Units and Performance Shares shall be made as soon as practicable after the expiration of the applicable Performance Period. Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned Performance Units/Shares Units and Performance 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 Units or Performance Shares, as applicable, at the close of the applicable Performance Period) or in a combination thereof. of cash and Shares. (f) Cancellation of Performance Units/Shares. Units or Performance Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will Units and Performance Shares shall be forfeited to the Company, and again will shall be available for grant under the Plan.
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Performance Units and Performance Shares. (a) Grant of Performance
Units/Shares. Units and Performance Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as
will shall be determined by the
Administrator, Administrator in its sole discretion. The Administrator
will shall have complete discretion in determining the number of Performance Units and Performance Shares granted to each
Participant. Service Provider. (b) Value o
...f Performance Units/Shares. Units and Performance Shares. Each Performance Unit will shall have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will shall 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 shall set Performance Goals or other performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its sole discretion which, depending on the extent to which they are met, will shall determine the number or value of Performance Units/Shares Units and Performance Shares that will shall be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Participant. Each Award award of Performance Units/Shares will Units or Performance Shares shall be evidenced by an Award Agreement that will shall specify the Performance Period, Period and such other terms and conditions as the Administrator, Administrator in its sole discretion, will discretion shall determine. The Administrator may set Performance Goals or performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, (including solely continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its sole discretion. (d) Earning of Performance Units/Shares. Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will Units or Performance Shares shall be entitled to receive a payout of the number of Performance Units/Shares Units or Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals or performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, Units 12 or Performance Shares, the Administrator, in its sole discretion, may reduce or waive any performance objectives for the Performance Unit or other vesting provisions for such Performance Unit/Share. Share. (e) Form and Timing of Payment of Performance Units/Shares. Units and Performance Shares. Payment of earned Performance Units/Shares will Units and Performance Shares shall be made as soon as practicable after the expiration of the applicable Performance Period. Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned Performance Units/Shares Units and Performance 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 Units or Performance Shares, as applicable, at the close of the applicable Performance Period) or in a combination thereof. of cash and Shares. (f) Cancellation of Performance Units/Shares. Units or Performance Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will Units and Performance Shares shall be forfeited to the Company, and again will shall be available for grant under the Plan.
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