Common use of Grant of Performance Unit Award Clause in Contracts

Grant of Performance Unit Award. The Company hereby grants (the "Performance Unit Award") to the Participant, subject to the terms, conditions and restrictions set forth in the Plan and those specified herein, the Performance Unit Award specified in the Acceptance Agreement for this Performance Unit Award. This Performance Unit Award shall not become effective unless and until the Participant executes and delivers to the Company, or its designee, an executed Acceptance Agreement in form and substance satisfactory to the Company, or its designee, following which this Performance Unit Award shall be effective as of the Date of Grant. The Acceptance Agreement and the terms, conditions and restrictions set forth herein shall collectively constitute the Performance Unit Award Agreement (the "Agreement") for this Performance Unit Award. 2. Non-Transferability; Vesting. The amount, if any, which becomes payable pursuant to this Performance Unit Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner during the Performance Period, other than by a then-effective designation of beneficiary (the "Designation of Beneficiary") or the default provisions of Section 3(b) hereof in the event of the Participant's death. The amount, if any, which becomes payable pursuant to this Performance Unit Award shall not be assignable by operation of law or subject to execution, attachment or similar process. Any attempted sale, pledge, assignment, hypothecation, transfer or other disposition of the amount, if any, which becomes payable pursuant to this Performance Unit Award contrary to the provisions of this Agreement or the Plan and the levy of any execution, attachment or similar process upon that amount shall be null and void and without force or effect. No transfer of the Performance Unit Award by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary to establish the validity of the transfer. The transfer pursuant to a then-effective Designation of Beneficiary or, if applicable, the default provisions of Section 3(b) hereof, shall be binding upon the executors, administrators, heirs and successors of the Participant. The vesting of the restrictions on the Performance Unit Award shall be subject to acceleration on the terms and conditions stated in the Plan and in Section 3 hereof.

Grant of Performance Unit Award. The Company hereby grants (the "Performance Unit Award") Subject to the Participant, subject to the terms, terms and conditions and restrictions set forth in of the Plan and those specified hereinthis Agreement, the Company hereby awards to the Holder ______ performance unit awards that relate to the Company’s 2010, 2011 and 2012 fiscal years (the “Performance Unit Awards” or, collectively, the "Award"). The Award entitles the Holder to be paid cash equal to the Fair Market Value of a number of shares of Common Stock equal to the number of Performance Unit Awards that are deemed earned in the future pursuant to Section 2, Section 4(b) or Section 6 hereof, if any; provided, however, that, except as provided otherwise in Section 4(b), the Holder must be an employee of the Company on the future date as of which the Performance Unit Award specified in Awards are deemed earned to be entitled to such payment. Notwithstanding the Acceptance preceding sentence and any other provision of this Agreement for this Performance Unit Award. This Performance Unit Award shall not become effective unless and until the Participant executes and delivers to the Companycontrary, at any time on or its designeebefore December 31, an executed Acceptance Agreement in form 2011 and substance satisfactory to before the Company, or its designee, following which this Performance Unit Award shall be effective as of the Date of Grant. The Acceptance Agreement and the terms, conditions and restrictions set forth herein shall collectively constitute the Performance Unit Award Agreement (the "Agreement") for this Performance Unit Award. 2. Non-Transferability; Vesting. The amountdate, if any, on which becomes payable a Change in Control occurs, the Company may cancel the Performance Unit Awards that pursuant to this Performance Unit Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner during the Performance Period, other than by a then-effective designation of beneficiary (the "Designation of Beneficiary") or the default provisions first sentence of Section 3(b2(a) hereof relate to the Company’s 2012 fiscal year, without the consent of the Holder and without the payment of any consideration to the Holder, provided that the Company offers the Holder another compensation arrangement that provides an opportunity to earn compensation contingent on achievement of one or more performance goals in one or more fiscal years of the Company that include the Company’s 2012 fiscal year. Any such cancellation shall be effective whether or not the Holder accepts such offer. Subject to the foregoing, the Company shall have complete discretion to determine the terms and conditions of any such other compensation arrangement, including without limitation such terms and conditions as the amount of compensation that the Holder will have the opportunity to earn under such arrangement, the performance period(s), the performance criteria, the level(s) of performance which must be achieved in order to earn such compensation, and the time of payment of such compensation. Except in the event of the Participant's death. The amounta Change in Control as provided in Section 4(b) and Section 6, if any, which becomes payable no Performance Unit Awards will be deemed earned pursuant to this Agreement, nor will the Holder be entitled to receive any payment under this Agreement, unless the applicable Minimum Performance Unit Award shall not be assignable by operation of law Goal set forth in Section 2 is attained or subject to execution, attachment exceeded for one or similar process. Any attempted sale, pledge, assignment, hypothecation, transfer or other disposition more of the amountPerformance Years in the Award Period (as such terms are defined in Section 2). In no event shall the Award entitle the Holder to be paid the Fair Market Value of more than ______ shares of Common Stock, if any, which becomes unless the excess is attributable solely to an adjustment pursuant to Section 7. All amounts payable under this Agreement are payable in cash. No shares of Common Stock will be issued pursuant to this Performance Unit Award contrary to the provisions of Agreement, nor does this Agreement or the Plan and the levy of any execution, attachment or similar process upon that amount shall be null and void and without force or effect. No transfer of the Performance Unit Award by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary to establish the validity of the transfer. The transfer pursuant to a then-effective Designation of Beneficiary or, if applicable, the default provisions of Section 3(b) hereof, shall be binding confer upon the executors, administrators, heirs and successors Holder any rights with respect to shares of the Participant. The vesting of the restrictions on the Performance Unit Award shall be subject to acceleration on the terms and conditions stated in the Plan and in Section 3 hereofCommon Stock.