Performance Shares and Performance Units. The Committee also may authorize grants of Performance Shares and Performance Units, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the following provisions: (a) Each grant shall specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors. (b) The Performance Period with respect to each Performance Share or Performance Unit shall commence on a date specified by the Committee at the time of grant and may be subject to earlier termination in the event of a Change in Control of the Company or other similar transaction or event. (c) Each Award shall specify the Performance Objectives that are to be achieved by the Participant with respect to the grant or the vesting thereof. (d) Each grant may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and shall set forth a formula or other procedure for determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives. (e) Each grant shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned, and any grant may specify that any such amount may be paid by the Company in cash, Shares or any combination thereof and may either grant to the Participant or reserve to the Committee the right to elect among those alternatives. (f) Any grant of Performance Shares or Performance Units may specify that the amount payable, or the number of Shares issued, with respect thereto may not exceed a maximum specified by the Committee on the Grant Date. (g) Any grant of Performance Shares may provide for the payment to the Participant of Dividend Equivalents thereon in cash or additional Shares on a current, deferred or contingent basis. (h) If provided in the terms of the grant, the Committee may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the Grant Date that are unrelated to the performance of the Participant and result in distortion of the Performance Objectives or the related minimum acceptable level of achievement. (i) Each grant shall be evidenced by an agreement executed on behalf of the Company by any officer thereof and delivered to the Participant, which shall state that the Performance Shares or Performance Units are subject to all of the terms and conditions of this Plan and such other terms and provisions as the Committee may determine consistent with this Plan.
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Performance Shares and Performance Units. The Committee may also may from time to time authorize grants to any Participant of Performance Shares and Performance Units, which shall will become payable to the Participant upon the achievement of specified Performance Management Objectives, upon such terms and conditions as the Committee it may determine in accordance with this Section 10. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:
(a) Each grant shall will specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factorsrelates.
(b) The Performance Period with respect to each Performance Share or and Performance Unit shall commence on a date specified will be determined by the Committee at the time of grant and may be subject to earlier termination in the event of a Change in Control of the Company or other similar transaction or eventgrant.
(c) Each Award shall grant will specify the Management Objectives that, if achieved, will result in the payment of the Performance Objectives that are to be achieved by the Participant with respect to the grant Shares or the vesting thereofPerformance Units.
(d) Each grant may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and shall set forth a formula or other procedure for determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.
(e) Each grant shall specify the time and manner of payment of Performance Shares or Performance Units that shall which have been earnedbecome payable, and any grant may specify that any such amount which payment may be paid made in (i) cash, (ii) shares of Common Stock having an aggregate Market Value per Share equal to the aggregate value of the Performance Shares or Performance Units which have become payable or (iii) any combination thereof, as determined by the Company Committee in cash, Shares or any combination thereof and may either grant to its discretion at the Participant or reserve to the Committee the right to elect among those alternativestime of payment.
(fe) Any grant of Performance Shares or Performance Units may specify that the amount payable, or the number of Shares issued, payable with respect thereto may not exceed a maximum specified by the Committee on the Grant Date.
(g) Date of Grant. Any grant of Performance Shares Units may specify that the amount payable, or the number of shares of Common Stock issued, with respect to the Performance Units may not exceed maximums specified by the Committee on the Date of Grant.
(f) On or after the Date of Grant, the Committee may provide for the payment to the Participant of Dividend Equivalents thereon dividend equivalents on Performance Shares in cash or additional Shares Common Stock on a current, deferred or contingent basis.
(hg) If provided in Any grant may provide for the terms of the grant, the Committee may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the Grant Date that are unrelated to the performance of the Participant and result in distortion of the Performance Objectives or the related minimum acceptable level of achievement.
(i) Each grant shall be evidenced by an agreement executed effect on behalf of the Company by any officer thereof and delivered to the Participant, which shall state that the Performance Shares or Performance Units are subject or any shares of Common Stock issued, or other payment made, with respect to all the Performance Shares or Performance Units of any conduct of the terms and conditions Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of this Plan and the Parent, Company or any Subsidiary.
(h) Each grant will be evidenced by an Evidence of Award, which will contain such other terms and provisions as the Committee may determine consistent with this the Plan, including without limitation provisions relating to the payment of the Performance Shares or Performance Units in the event of a change in control or other similar transaction or event and provisions relating to the Participant’s termination of employment or other termination of service by reason of retirement, death, disability or otherwise.
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