Performance Units. 9.1 Terms and Conditions. Performance Units shall be subject to the terms and conditions set forth in this Section 9 and any additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement. 9.2 Performance Unit Grants. A Performance Unit is an Award of units (with each unit representing such monetary amount as is designated by the Committee in the Award Agreement) granted to a Participant, subject to
... such terms and conditions as the Committee deems appropriate, including, without limitation, the requirement that the Participant forfeit such units (or a portion thereof) in the event certain performance criteria or other conditions are not met within a designated period of time. 9.3 Grants. Performance Units may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number of Performance Units to be granted to a Participant and the Committee may impose different terms and conditions on any particular Performance Units granted to any Participant. 9.4 Performance Goals and Performance Periods. Participants receiving a grant of Performance Units shall only earn into and be entitled to payment in respect of such Awards if the Company and/or the Participant achieves certain performance goals (the "Performance Goals") during and in respect of a designated performance period (the "Performance Period"). The Performance Goals and the Performance Period shall be established by the Committee, in its sole discretion. The Committee shall establish Performance Goals for each Performance Period prior to, or as soon as practicable after, the commencement of such Performance Period. The Committee shall also establish a schedule or schedules for Performance Units setting forth the portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, such measures as total shareholder return, return on equity, net earnings growth, sales or revenue growth, cash flow, comparisons to peer companies, individual or aggregate Participant performance or such other measure or measures of performance as the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and meaning by the Committee (in its sole discretion). During any Performance Period, the Committee shall have the authority to adjust the Performance Goals and/or the Performance Period in such manner as the Committee, in its sole discretion, deems appropriate at any time and from time to time. 8 9.5 Payment of Units. With respect to each Performance Unit, the Participant shall, if the applicable Performance Goals have been achieved, or partially achieved, as determined by the Committee in its sole discretion, by the Company and/or the Participant during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value of each Performance Unit times the number of such units so earned. Payment in settlement of earned Performance Units shall be made as soon as practicable following the conclusion of the respective Performance Period in cash, in unrestricted Common Stock, or in Restricted Shares, or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide in the relevant Award Agreement.
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Performance Units.
9.1 Terms and Conditions. (a) General Requirements. The Committee may grant Performance Units
shall be subject to
the terms and conditions set forth in this Section 9 and any additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement. 9.2 Performance Unit Grants. A Performance Unit is an
Award of units (with each unit representing such monetary amount as is designated by the Committee in the Award... Agreement) granted to a Participant, subject to Eligible Person, upon such terms and conditions as the Committee deems appropriate, including, without limitation, appropriate under this Section 9. Each Performance Unit shall represent the requirement that right of the Participant forfeit such units (or to receive a portion thereof) in Share or an amount based on the event certain value of a Share, if specified performance criteria or goals are met. All Performance Units shall be credited to accounts on the Company's records for purposes of the Plan. 9 (b) Terms of Performance Units. The Committee shall establish the performance goals and other conditions are not met within a designated period for payment of time. 9.3 Grants. Performance Units. Performance Units may be granted alone paid at the end of a specified performance or in addition other period, or payment may be deferred to any other Awards under a date authorized by the Plan. Subject to the terms of the Plan, the Committee. The Committee shall determine the number of Performance Units to be granted to a Participant and the Committee may impose different terms and conditions on any particular Performance Units granted requirements applicable to any Participant. 9.4 Performance Goals and Performance Periods. Participants receiving a grant of Performance Units shall only earn into and be entitled to payment in respect of such Awards if the Company and/or the Participant achieves certain performance goals (the "Performance Goals") during and in respect of a designated performance period (the "Performance Period"). The Performance Goals and the Performance Period shall be established by the Committee, in its sole discretion. The Committee shall establish Performance Goals for each Performance Period prior to, or as soon as practicable after, the commencement of such Performance Period. The Committee shall also establish a schedule or schedules for Units. (c) Payment with Respect to Performance Units setting forth the portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, such measures as total shareholder return, return on equity, net earnings growth, sales or revenue growth, cash flow, comparisons to peer companies, individual or aggregate Participant performance or such other measure or measures of performance as the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and meaning by the Committee (in its sole discretion). During any Performance Period, the Committee shall have the authority to adjust the Performance Goals and/or the Performance Period in such manner as the Committee, in its sole discretion, deems appropriate at any time and from time to time. 8 9.5 Units. Payment of Units. With with respect to each Performance Unit, the Participant shall, if the applicable Performance Goals have been achieved, or partially achieved, as determined by the Committee in its sole discretion, by the Company and/or the Participant during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value of each Performance Unit times the number of such units so earned. Payment in settlement of earned Performance Units shall be made as soon as practicable following the conclusion of the respective Performance Period in cash, in unrestricted Common Stock, or in Restricted Shares, or in any a combination thereof, of the two, as determined by the Committee, Committee. The Committee shall establish in its sole discretion, the Grant Agreement a target amount to be paid under a Performance Unit based on achievement of the performance goals. (d) Requirement of Employment or Service. The Committee shall determine and provide in the relevant Award Agreement. Grant Agreement under what circumstances a Participant may retain Performance Units after termination of the Participant's employment or service, and the circumstances under which Performance Units may be forfeited.
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Performance Units.
9.1 Terms and Conditions. The Committee may grant Performance Units
shall be subject to
the terms and conditions set forth in this Section 9 and any additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement. 9.2 Performance Unit Grants. A Performance Unit is an
Award of units (with each unit representing such monetary amount as is designated by the Committee in the Award Agreement) granted to a... Participant, subject to Employee or Nonemployee Director, upon such terms and conditions as the Committee deems appropriate, including, without limitation, appropriate under this Section 10. Each Performance Unit shall represent the requirement that right of the Participant forfeit such units (or to receive a portion thereof) in share of Stock or an amount based on the event certain value of a share of Stock, if specified performance criteria or goals are met. All Performance Units shall be credited to accounts on the Company's records for purposes of the Plan. (b) Terms of Performance Units. The Committee shall establish the performance goals and other conditions are not met within a designated period for payment of time. 9.3 Grants. Performance Units. Performance Units may be granted alone paid at the end of a specified performance or in addition other period, or payment may be deferred to any other Awards under a date authorized by the Plan. Subject to the terms of the Plan, the Committee. The Committee shall determine the number of Performance Units to be granted granted, the requirement applicable to a Participant such Performance Units, and to the extent required by Code Section 409A, the specified payment events on which the Performance Units will be paid. Pursuant to Section 12, the Committee may impose different terms grant Dividend Equivalents with respect to Performance Units. (c) Payment with respect to Performance Units. At the end of each performance period, the Committee shall determine to what extent the performance goals and other conditions on any particular of the Performance Units granted have been met and the amount, if any, to any Participant. 9.4 be paid with respect to the Performance Goals and Performance Periods. Participants receiving a grant of Units. Payments with respect to Performance Units shall only earn into and be entitled to payment made in respect of such Awards if the Company and/or the Participant achieves certain performance goals (the "Performance Goals") during and cash, in respect of Stock, or in a designated performance period (the "Performance Period"). The Performance Goals and the Performance Period shall be established by the Committee, in its sole discretion. The Committee shall establish Performance Goals for each Performance Period prior to, or as soon as practicable after, the commencement of such Performance Period. The Committee shall also establish a schedule or schedules for Performance Units setting forth the portion combination of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, such measures as total shareholder return, return on equity, net earnings growth, sales or revenue growth, cash flow, comparisons to peer companies, individual or aggregate Participant performance or such other measure or measures of performance as the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and meaning by the Committee (in its sole discretion). During any Performance Period, the Committee shall have the authority to adjust the Performance Goals and/or the Performance Period in such manner as the Committee, in its sole discretion, deems appropriate at any time and from time to time. 8 9.5 Payment of Units. With respect to each Performance Unit, the Participant shall, if the applicable Performance Goals have been achieved, or partially achieved, two, as determined by the Committee in its sole discretion, by the Company and/or the Participant during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value Committee. Payment of each Performance Unit times the number of such units so earned. Payment in settlement of earned Performance Units shall be made as soon as practicable following the conclusion of the respective Performance Period in cash, in unrestricted Common Stock, or in Restricted Shares, or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide set forth in the relevant Award Agreement. Grant Instrument, and, if applicable, shall be structured to comply with Code Section 409A. (d) Requirement of Employment or Service. If a Participant ceases to be employed by, or providing service to the Company, or if other conditions established by the Committee are not met, the Participant's Performance Units shall be forfeited. The Committee may provide for complete or partial exceptions to the employment or service requirement as it deems appropriate.
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Performance Units.
9.1 Terms and Conditions. The Committee may grant Performance Units
shall be subject only to
the terms and conditions set forth those eligible individuals described in
this Section
9 and any additional terms and conditions, not inconsistent with the express provisions of the Plan, as 4 who are selected by the Committee
shall set forth in the relevant Award Agreement. 9.2 Performance Unit Grants. as Participants. (b)Awards. A Performance Unit
is an Award of units (with each unit representing... such monetary amount as is designated by the Committee in the Award Agreement) granted to a Participant, subject to such terms and conditions as the Committee deems appropriate, including, without limitation, the requirement that the Participant forfeit such units (or a portion thereof) in the event certain performance criteria or other conditions are not met within a designated period of time. 9.3 Grants. Performance Units may be granted awarded either alone or in addition to any other Awards granted under the Plan. Subject to the terms of the Plan, the The Committee shall determine the number of Performance Units to be granted to a Participant and the Committee may impose different terms and conditions on any particular each Participant. Each Performance Units granted to any Participant. 9.4 Performance Goals and Performance Periods. Participants receiving a grant of Performance Units shall only earn into and be entitled to payment in respect of such Awards if the Company and/or the Participant achieves certain performance goals (the "Performance Goals") during and in respect of a designated performance period (the "Performance Period"). The Performance Goals and the Performance Period Unit Award shall be established evidenced by the Committee, in its sole discretion. The Committee shall establish a Performance Goals for each Performance Period prior to, or as soon as practicable after, the commencement of such Performance Period. The Committee shall also establish a schedule or schedules for Performance Units setting forth the portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, such measures as total shareholder return, return on equity, net earnings growth, sales or revenue growth, cash flow, comparisons to peer companies, individual or aggregate Participant performance or such other measure or measures of performance as the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and meaning Unit Agreement approved by the Committee (in its sole discretion). During any Performance Period, and executed by the Committee and the Participant. (c)Settlement. The Performance Unit Agreement shall have the authority to adjust the provide that Performance Goals and/or the Performance Period Units may be settled in such manner as the Committee, in its sole discretion, deems appropriate at any time and from time to time. 8 9.5 Payment of Units. With respect to each Performance Unit, the Participant shall, if the applicable Performance Goals have been achieved, Shares, cash or partially achieved, a combination thereof, as determined by the Committee Committee, at the time(s) and in its sole discretion, by the Company and/or manner set forth in the Participant during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value of each applicable Performance Unit times Agreement. Until a Performance Unit is so settled, the number of such units so earned. Payment Shares represented by a Performance Unit shall be subject to adjustment pursuant to Section 12. (d)Performance Period and Criteria. The time period during which a Performance Unit Award shall be earned shall be the "Performance Period," and, except in settlement the year in which the Plan is adopted, shall be at least the length of earned one (1) fiscal year (whether of Nautilus or of any Subsidiary, determined in the discretion of the Committee). Performance Units shall be made as soon as practicable following subject to performance goals established by the conclusion Committee. Notwithstanding anything to the contrary in the Plan, the performance criteria for any Performance Unit that is intended to satisfy the requirements for "performance‐based compensation" within the meaning of Code Section 162(m) shall be a measure based on one or more Qualifying Performance Criteria selected by the Committee and specified in the Performance Unit Agreement. (e)Earning Performance Unit Awards. After the applicable Performance Period has ended, the Committee shall determine the extent to which the established performance goals have been achieved. (f)Termination of Employment. The Performance Unit Agreement may provide for the forfeiture or cancellation of the respective Performance Period Unit Award, in cash, in unrestricted Common Stock, whole or in Restricted Shares, or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide part, in the relevant Award Agreement. event of the termination of employment or service of the Participant to whom it was granted. In all cases, the Performance Unit Agreement shall provide that vesting shall cease in the event of termination of employment or service of the Participant to whom it was granted.
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Performance Units.
9.1 Terms and Conditions. The Committee may grant performance units ("Performance Units") to an Employee, Non-Employee Director or Consultant. Each Performance
Units Unit shall
be subject to represent the
terms and conditions set forth in this Section 9 and any additional terms and conditions, not inconsistent with the express provisions right of the
Plan, as Grantee to receive an amount based on the value of the Performance Unit, if performance goals established by the Committee
shall set... forth in the relevant Award Agreement. 9.2 Performance Unit Grants. are met. A Performance Unit is an Award shall be based on the fair market value of units (with each unit representing a share of Company Stock or on such monetary amount as is designated by the Committee in the Award Agreement) granted to a Participant, subject to such terms and conditions other measurement base as the Committee deems appropriate, including, without limitation, the requirement that the Participant forfeit such units (or a portion thereof) in the event certain performance criteria or other conditions are not met within a designated period of time. 9.3 Grants. Performance Units may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the appropriate. The Committee shall determine the number of Performance Units to be granted to a Participant and the Committee may impose different terms requirements applicable to such units. (b) Performance Period and conditions on any particular Performance Goals. When Performance Units granted to any Participant. 9.4 Performance Goals and Performance Periods. Participants receiving a grant of Performance Units shall only earn into and be entitled to payment in respect of such Awards if are granted, the Company and/or the Participant achieves certain performance goals (the "Performance Goals") during and in respect of a designated performance period (the "Performance Period"). The Performance Goals and the Performance Period shall be established by the Committee, in its sole discretion. The Committee shall establish the performance period during which performance shall be measured (the "Performance Period"), performance goals applicable to such units ("Performance Goals") and such other conditions of the Grant as the Committee deems appropriate. Performance Goals for each Performance Period prior to, or as soon as practicable after, may relate to the commencement of such Performance Period. The Committee shall also establish a schedule or schedules for Performance Units setting forth the portion financial performance of the Award which will be earned Company or forfeited based on its operating units, the degree performance of achievement, Company Stock, individual performance, or lack thereof, of such other criteria as the Committee deems appropriate. (c) Payment with respect to Performance Goals at Units. At the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, such measures as total shareholder return, return on equity, net earnings growth, sales or revenue growth, cash flow, comparisons to peer companies, individual or aggregate Participant performance or such other measure or measures of performance as the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and meaning by the Committee (in its sole discretion). During any each Performance Period, the Committee shall have the authority determine to adjust what extent the Performance Goals and/or and other conditions of the Performance Period in such manner as Units are met, the Committee, in its sole discretion, deems appropriate at any time value of the Performance Units (if applicable), and from time the amount, if any, to time. 8 9.5 Payment of Units. With be paid with respect to each the Performance Unit, the Participant shall, if the applicable Performance Goals have been achieved, or partially achieved, as determined by the Committee in its sole discretion, by the Company and/or the Participant during the relevant Performance Period, be entitled Units. Payments with respect to receive payment in an amount equal to the designated value of each Performance Unit times the number of such units so earned. Payment in settlement of earned Performance Units shall be made as soon as practicable following the conclusion of the respective Performance Period in cash, in unrestricted Common Company Stock, or in Restricted Shares, a combination of the two, as determined by the Committee. Any Dividend Equivalents with respect to Performance Units shall be payable only if and to the extent the underlying Performance Units are payable, as determined by the Committee. (d) Requirement of Employment or in any combination thereof, Service. If the Grantee ceases to be employed by, or provide service to, the Company during a Performance Period, or if other conditions established by the Committee are not met, the Grantee's Performance Units shall be forfeited. The Committee may, however, provide for complete or partial exceptions to this requirement as the Committee, in its sole discretion, shall determine and provide in the relevant Award Agreement. it deems appropriate.
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Performance Units.
9.1 Terms and Conditions. Awards of Performance Units shall be subject to the
following terms and conditions
set forth in this Section 9 and
any shall contain such additional terms and conditions, not inconsistent with the
express provisions terms of the Plan, as the Committee shall
set forth in the relevant deem appropriate: (a) Award Agreement.
9.2 Awards of Performance
Unit Grants. A Performance Unit is Units shall be evidenced by an Award
of units (with each unit representing Agreement in... such monetary amount as is designated by the Committee in the Award Agreement) granted to a Participant, subject to form and containing such terms and conditions as the Committee deems appropriate, including, without limitation, appropriate and which are not inconsistent with the requirement that terms of the Plan. (b) Terms of Performance Units Generally. Each Performance Unit shall entitle the Participant forfeit to whom such units (or a portion thereof) in the event Performance Unit was granted to receive, upon satisfaction of certain specified performance criteria or and subject to such other terms and conditions are not met within a designated period of time. 9.3 Grants. as the Committee deems appropriate, the amount specified in Section 12(d). Performance Units may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number (c) Performance Goals. Awards of Performance Units to be granted to may provide that, in order for a Participant and the Committee may impose different terms and conditions on any particular Performance Units granted to any Participant. 9.4 Performance Goals and Performance Periods. Participants receiving a grant of Performance Units shall only earn into and be entitled to payment in respect under such Award, the Company, a Subsidiary, an applicable division or business unit of such Awards if the Company any of them, and/or the Participant achieves certain performance goals (the "Performance Goals") during and in respect of must 16 achieve one or more specified Performance Goals over a designated performance period (the "Performance Period"). Performance Period or satisfy such other vesting criteria as the Committee may prescribe. The Performance Goals Goal(s) and the Performance Period shall be established by the Committee, Committee in its sole discretion. The Committee shall may establish the Performance Goals for each Performance Period prior to, before or as soon as practicable after, after the commencement of such Performance Period. The Committee shall also establish a schedule or schedules for Performance Units setting forth the portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, use such measures as total shareholder return, return on equity, net earnings growth, sales or revenue growth, cash flow, comparisons it deems appropriate (including, without limitation, any of the Business Criterion set forth in Section 13) and it may adjust the performance objectives (or performance) to peer companies, individual or aggregate reflect any circumstances it deems appropriate (including, without limitation, any adjustment event referenced in Section 13). The extent to which a Participant performance or such other measure or measures is entitled to payment of performance as a Performance Unit Award at the end of the Performance Period shall be determined by the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and meaning based on the Committee's determination of whether the Performance Goals established by the Committee (in its sole discretion). During any in the granting of such Performance Period, the Committee shall Unit Award have the authority to adjust the Performance Goals and/or the Performance Period in such manner as the been met. The Committee, in its sole discretion, deems appropriate at any time and from time to time. 8 9.5 may provide for the acceleration of vesting of a Performance Unit, in whole or in part, based on such factors or criteria (including specified performance criteria) as the Committee may determine. (d) Payment of Units. With respect to each Performance Unit, the Participant shall, if the applicable Performance Goals have been achieved, or partially achieved, as determined by the Committee in its sole discretion, by the Company and/or the Participant during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value of each Performance Unit times the number of such units so earned. Awards. Payment in settlement of earned a Performance Units Unit Award shall be made as soon as practicable following the conclusion of the respective Performance Period Period, or at such other time as the Committee shall determine, in cash, in unrestricted cash. The amount of any such payment shall be determined by multiplying (i) the difference between the Fair Market Value of one share of Common Stock, or in Restricted Shares, or Stock on the relevant date and the price per share specified for the Performance Unit by (ii) the number of Performance Units. Notwithstanding the foregoing, the Committee may limit in any combination thereof, as manner the Committee, in its sole discretion, shall determine and provide amount payable with respect to any Performance Unit by including such a limit in the relevant Award Agreement. Agreement at the time the Performance Unit is granted. (e) Rights as Shareholder. A Participant shall have no rights as a shareholder with respect to an Award of Performance Units.
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Performance Units.
9.1 Terms and Conditions. Awards of Performance Units shall be subject to the
following terms and conditions
set forth in this Section 9 and
any shall contain such additional terms and conditions, not inconsistent with the
express provisions terms of the Plan, as the Committee shall
set forth in the relevant deem appropriate: (a) Award Agreement.
9.2 Awards of Performance
Unit Grants. A Performance Unit is Units shall be evidenced by an Award
of units (with each unit representing Agreement in... such monetary amount as is designated by the Committee in the Award Agreement) granted to a Participant, subject to form and containing such terms and conditions as the Committee deems appropriate, including, without limitation, appropriate and which are not inconsistent with the requirement that terms of the Plan. (b) Terms of Performance Units Generally. Each Performance Unit shall entitle the Participant forfeit to whom such units (or a portion thereof) in the event Performance Unit was granted to receive, upon satisfaction of certain specified performance criteria or and subject to such other terms and conditions are not met within a designated period of time. 9.3 Grants. as the Committee deems appropriate, the amount specified in Section 12(d). Performance Units may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number (c) Performance Goals. Awards of Performance Units to be granted to may provide that, in order for a Participant and the Committee may impose different terms and conditions on any particular Performance Units granted to any Participant. 9.4 Performance Goals and Performance Periods. Participants receiving a grant of Performance Units shall only earn into and be entitled to payment in respect under such Award, the Company, a Subsidiary, an applicable division or business unit of such Awards if the Company any of them, and/or the Participant achieves certain performance goals (the "Performance Goals") during and in respect of must achieve one or more specified Performance Goals over a designated performance period (the "Performance Period"). Performance Period or satisfy such other vesting criteria as the Committee may prescribe. The Performance Goals Goal(s) and the Performance Period shall be established by the Committee, Committee in its sole discretion. The Committee shall may establish the Performance Goals for each Performance Period prior to, before or as soon as practicable after, after the commencement of such Performance Period. The Committee shall also establish a schedule or schedules for Performance Units setting forth the portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, use such measures as total shareholder return, return on equity, net earnings growth, sales or revenue growth, cash flow, comparisons it deems appropriate and it may adjust the performance objectives (or performance) to peer companies, individual or aggregate reflect any circumstances it deems appropriate. The extent to which a Participant performance or such other measure or measures is entitled to payment of performance as a Performance Unit Award at the end of the Performance Period shall be determined by the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and meaning based on the Committee's determination of whether the Performance Goals established by the Committee (in its sole discretion). During any in the granting of such Performance Period, the Committee shall Unit Award have the authority to adjust the Performance Goals and/or the Performance Period in such manner as the been met. The Committee, in its sole discretion, deems appropriate at any time and from time to time. 8 9.5 may provide for the acceleration of vesting of a Performance Unit, in whole or in part, based on such factors or criteria (including specified performance criteria) as the Committee may determine. (d) Payment of Units. With respect to each Performance Unit, the Participant shall, if the applicable Performance Goals have been achieved, or partially achieved, as determined by the Committee in its sole discretion, by the Company and/or the Participant during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value of each Performance Unit times the number of such units so earned. Awards. Payment in settlement of earned a Performance Units Unit Award shall be made as soon as practicable following the conclusion of the respective Performance Period Period, or at such other time as the Committee shall determine, in cash, in unrestricted cash. The amount of any such payment shall be determined by multiplying (i) the difference between the Fair Market Value of one share of Common Stock, or in Restricted Shares, or Stock on the relevant date and the price per share specified for the Performance Unit by (ii) the number of Performance Units. 17 Notwithstanding the foregoing, the Committee may limit in any combination thereof, as manner the Committee, in its sole discretion, shall determine and provide amount payable with respect to any Performance Unit by including such a limit in the relevant Award Agreement. Agreement at the time the Performance Unit is granted. (e) Rights as Shareholder. A Participant shall have no rights as a shareholder with respect to an Award of Performance Units.
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Performance Units.
9.1 Terms and Conditions. Awards of Performance Units shall be subject to the
following terms and conditions
set forth in this Section 9 and
any shall contain such additional terms and conditions, not inconsistent with the
express provisions terms of the Plan, as the Committee shall
set forth in the relevant deem appropriate: (a) Award Agreement.
9.2 Awards of Performance
Unit Grants. A Performance Unit is Units shall be evidenced by an Award
of units (with each unit representing Agreement in... such monetary amount as is designated by the Committee in the Award Agreement) granted to a Participant, subject to form and containing such terms and conditions as the Committee deems appropriate, including, without limitation, appropriate and which are not inconsistent with the requirement that terms of the Plan. (b) Terms of Performance Units Generally. Each Performance Unit shall entitle the Participant forfeit to whom such units (or a portion thereof) in the event Performance Unit was granted to receive, upon satisfaction of certain specified performance criteria or and subject to such other terms and conditions are not met within a designated period of time. 9.3 Grants. as the Committee deems appropriate, the amount specified in Section 12(d). Performance Units may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number of (c) Performance Units to be granted to a Participant and the Committee may impose different terms and conditions on any particular Performance Units granted to any Participant. 9.4 Performance Goals and Performance Periods. Participants receiving a grant Goals. Awards of Performance Units shall only earn into and provide that, in order for a Participant to be entitled to payment in respect of under such Awards if Award, the Company Company, a Subsidiary and/or the Participant achieves must achieve certain performance goals (the "Performance Goals") during and in respect of specified Performance Goals over a designated performance period (the "Performance Period"). Performance Period. The Performance Goals and the Performance Period shall be established by the Committee, Committee in its sole discretion. The Committee shall establish the Performance Goals for each Performance Period prior to, before, or as soon as practicable after, the commencement of such Performance Period. The Committee shall also establish a schedule or schedules for Performance Units setting forth the portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, use such measures as total shareholder return, (without limitation) net earnings, operating earnings or income, absolute and/or relative return on equity, net equity or assets, earnings per share, cash flow, pretax profits, earnings growth, sales or revenue growth, cash flow, comparisons comparison to peer companies, individual or aggregate Participant performance any combination of the foregoing, or such other measure or measures of performance, including individual measures of performance, in such manner as it deems appropriate. Prior to 13 the end of a Performance Period, the Committee may, in its discretion, adjust the performance as objectives to reflect a Change in Capitalization (as hereinafter defined) or any other event which may materially affect the performance of the Company, a Subsidiary or a division, including, but not limited to, market conditions or a significant acquisition or disposition of assets or other property by the Company, a Subsidiary or a division. The extent to which a Participant is entitled to payment of a Performance Unit Award at the end of the Performance Period shall be determined by the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and meaning by based on the Committee (in its sole discretion). During any Performance Period, the Committee shall have the authority to adjust Committee's determination of whether the Performance Goals and/or the Performance Period in such manner as the Committee, in its sole discretion, deems appropriate at any time and from time to time. 8 9.5 Payment of Units. With respect to each Performance Unit, the Participant shall, if the applicable Performance Goals have been achieved, or partially achieved, as determined established by the Committee in its sole discretion, by the Company and/or the Participant during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value granting of each such Performance Unit times the number Award have been met. (d) Payment of such units so earned. Awards. Payment in settlement of earned a Performance Units Unit Award shall be made as soon as practicable following the conclusion of the respective Performance Period Period, or at such other time as the Committee shall determine, in cash, in unrestricted cash. The amount of any such payment shall be determined by multiplying (i) the difference between the Fair Market Value of one share of Common Stock, or in Restricted Shares, or Stock on the relevant date and the price per share specified for the Performance Unit by (ii) the number of Performance Units. Notwithstanding the foregoing, the Committee may limit in any combination thereof, as manner the Committee, in its sole discretion, shall determine and provide amount payable with respect to any Performance Unit by including such a limit in the relevant Award Agreement. Agreement at the time the Performance Unit is granted. (e) Rights as Shareholder. A Participant shall have no rights as a shareholder with respect to an Award of Performance Units.
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Performance Units.
9.1 8.1 Terms and Conditions.
Awards of Performance Units shall be subject to the terms and conditions set forth in this Section
9 8, if applicable, Section 10, and any additional terms and conditions, not inconsistent with the express provisions of
the this Plan, as the Committee shall set forth in the
relevant applicable Award Agreement.
9.2 8.2 Performance Unit Grants. A Performance Unit is an Award of units (with each unit representing such monetary amount as is designated by the Committee
... in the Award Agreement) granted to a Participant, subject to such terms and conditions as the Committee deems appropriate, including, without limitation, the requirement that the Participant forfeit such units (or a portion thereof) in the event certain performance criteria or other conditions are not met within a designated period of time. 9.3 8.3 Grants. Performance Units may be granted awarded alone or in addition to any other Awards under the Plan. Awards. Subject to the terms of the this Plan, the Committee shall determine the number of Performance Units to be granted awarded to a Participant and the Committee may impose different terms and conditions on any particular Performance Units granted awarded to any Participant. 9.4 A-13 8.4 Performance Goals and Performance Periods. Participants receiving a grant Awards of Performance Units shall only earn into and be entitled to payment in respect of such Awards if the Company Company, a Subsidiary and/or another Related Entity specified by the Committee and/or the Participant achieves satisfy certain performance goals (the "Performance Goals") during and in respect of a one of more designated performance period (the "Performance Period"). The Performance Goals period(s) of at least 12 consecutive months as determined by the Committee. Such goals and the Performance Period periods shall be established by the Committee, Committee in its sole discretion. The discretion and shall be set forth in writing in the Award Agreement. Performance periods may overlap each other from time to time, and the Committee shall establish Performance Goals may set different performance periods for each Performance Period prior to, or as soon as practicable after, the commencement of such Performance Period. different performance goals. The Committee shall also establish in the Award Agreement a written schedule or schedules for such Performance Units setting forth the portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance Goals performance goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, such measures as total shareholder return, return on equity, net earnings growth, sales or revenue growth, cash flow, comparisons to peer companies, individual or aggregate Participant performance or such other measure or measures of performance as the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and meaning by the Committee (in its sole discretion). During any Performance Period, the Committee shall have the authority to adjust the Performance Goals and/or the Performance Period in such manner as the Committee, in its sole discretion, deems appropriate at any time and from time to time. 8 9.5 period(s). 8.5 Payment of Units. With respect to each Performance Unit, the Participant shall, if the applicable Performance Goals performance goals have been achieved, or partially achieved, as determined satisfied by the Committee in its sole discretion, by the Company Company, a Subsidiary and/or a Related Entity and/or the Participant Participant, as applicable, during the relevant Performance Period, performance period(s), be entitled to receive payment in an amount equal to the designated value of each Performance Unit awarded times the number of such units Performance Units so earned. Payment in settlement of earned Performance Units shall be made as soon as practicable on or before the 75th day following the conclusion of the respective Performance Period applicable performance period(s) in cash, in unrestricted Common Stock, or in Restricted Shares, or in any combination thereof, cash as the Committee, in its sole discretion, shall determine and provide provided in the relevant Award Agreement. Agreement, but no later than the 15th day of the third month following the end of the Participant's taxable year that includes or coincides with the end of the performance period. If, and to the extent the Committee intends that an Award granted under this Section 8 shall constitute or give rise to Section 162(m) Compensation, such Award shall be structured in accordance with the requirements of Section 10, including the performance criteria set forth therein, and any such Award shall be considered a Performance Award for purposes of the Plan.
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