M.A. ▇▇▇▇▇ COMPANY
1988 LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE AGREEMENT
Dated as of December 6, 1995
AGREEMENT between M. A. ▇▇▇▇▇ Company (the "Company") and the
executive named at the end of this Agreement ("Executive")
pursuant to the Company's 1988 Long-Term Incentive Plan, as
amended (the "Plan"), providing for one or more awards which may
be granted to the Executive under the terms and conditions
described below and in the Plan.
1. Definitions. The following terms shall have the
meanings as defined herein. Terms not otherwise defined herein
shall have the meaning as set forth in the Plan:
(a) "Performance Share Award" means an amount equal to
the number of Performance Shares granted to the
Executive multiplied by the Market Value of one share
of M.A. ▇▇▇▇▇ Company Common Stock on the date of
grant.
(b) "Determination Date" has the meaning provided in
Section 4 of this Agreement.
(c) "EPS" means earnings per share of Common Stock on
a fully diluted basis.
(d) "Grant of Performance Shares" means the document
evidencing each grant made under the Plan which is
subject to the terms and conditions of this Agreement.
(e) "Management Objectives" means the targets as set
forth in Section 2 of this Agreement.
(f) "Market Value" means the closing sale price of
M.A. ▇▇▇▇▇ Company Common Stock on the New York Stock
Exchange.
(g) "Payment Value" means the value of the Performance
Shares at the Determination Date calculated as provided
in Section 3 of this Agreement.
(h) "Performance Period" means the three consecutive
calendar years identified in the Grant of the
Performance Shares.
(i) "Performance Share" means one LTIP Unit granted to
the Executive pursuant to the Grant of Performance
Shares, this Agreement and the Plan and expressed by
reference to one share of Common Stock of the Company.
(j) "Profit Growth" means the compound annual
percentage growth in profit of the Company or a
business unit of the Company, as the case may be, for
the Performance Period.
(k) "▇▇▇" means the average annual return on
stockholders' equity for the Performance Period
expressed as a percentage.
(l) "ROIC" means the average annual return on invested
capital of a business unit of the Company for the
Performance Period expressed as a percentage.
2. Management Objectives. Management Objectives are set
forth on Annex A to each Grant of Performance Shares.
3. Payment Value. Payment Value shall be calculated by
multiplying the number of Performance Shares by the level of
achievement of Management Objectives expressed as a percentage,
as determined by the intersect of the applicable coordinates for
Management Objectives as set forth on Annex A to the respective
Grant of Performance Shares, and further multiplied by the
average Market Value of the Company's Common Stock for the last
ten (10) trading days of the Performance Period.
An example of this calculation would be as follows: The
grant was 100 Performance Shares. The Market Value of the
Company's Common Stock on the date of grant was $25.00.
Therefore, the Performance Share Value for the Grant of
Performance Shares was 100 x $25.00 = $2,500. The level of
achievement of the Management Objectives for the Performance
Period was 150% of the performance targets as determined from the
intersect of the applicable coordinates for performance measures
as set forth on the applicable Annex A. The number of
Performance Shares is multiplied by 150% = 150 Performance
Shares. The average Market Value of the Company's Common Stock
for the last ten(10) trading days of the Performance Period was
$35.00. The Payment Value to the Executive would be 150
Performance Shares x $35.00 = $5,250.
If the level of achievement of the Management Objectives
does not reach the minimum performance threshold, as set forth on
such Annex A, the percentage of Performance Shares achieved will
be 0%. If the level of achievement of the Management Objectives
equals or exceeds the minimum performance threshold, the
percentage of the Performance Shares achieved will range from 0%
to 200% as set forth on such Annex A. However, in no event will
the amount of Performance Shares exceed 200% of the Performance
Share Award.
4. Timing of Payment. The Compensation Committee of the Board
of Directors of the Company (the "Compensation Committee") shall,
on a date (the "Determination Date") within a reasonable time
after necessary financial and other information for the
Performance Period becomes available, determine the extent to
which the Payment Value has been earned by the Executive through
achievement of the Management Objectives. Not later than fifteen
days after the Determination Date, the Compensation Committee
shall notify the Executive in writing of the determination and
shall cause the Payment Value to be paid to the Executive in
cash, shares of Common Stock or any combination thereof, as
determined by the Compensation Committee. For the purposes of
the immediately preceding sentence, shares of Common Stock shall
be valued at the Market Value on the Determination Date.
5. Termination of Employment. If the Executive's
employment should terminate because of death, total and permanent
disability or retirement with the consent of the Company prior to
the end of the Performance Period, the extent to which the
Payment Value shall be deemed to have been earned, as calculated
at the end of the Performance Period, shall be determined as if
the Executive's employment had not terminated and the Payment
Value shall be multiplied by a fraction, the numerator of which
is the number of days the Executive was employed during the
Performance Period and the denominator of which is the total
number of days in the Performance Period. If the Executive's
employment terminates for any reason other than as described in
the preceding sentence, the Executive shall be deemed not to have
earned any portion of the Payment Value, which shall be
forfeited, unless the Compensation Committee, in its sole
discretion, determines otherwise.
6. Transfers. For purposes of this Agreement and any
grant hereunder, the Executive's continuous employment with the
Company or a Subsidiary shall not be deemed interrupted, and the
Executive shall not be deemed to have ceased to be an employee of
the Company or a Subsidiary, by reason of a transfer among the
Company and its Subsidiaries.
7. No Shareholder Rights. A Grant of Performance Shares
shall not entitle the Executive to any dividend or voting rights
or any other rights as a stockholder with respect to such award.
8. Tax Withholding. The Company has the right to deduct
from the portion of the Payment Value made in cash or Common
Stock an amount equal to any taxes required by law to be
withheld, including, any taxes required to be withheld with
respect to the portion of the Payment Value paid in Common Stock.
9. Applicability of Plan. This Agreement and any Grant of
Performance Shares hereunder is subject to all terms and
conditions of the Plan. In the event of any inconsistencies
between this Agreement and the Plan, the plan shall govern.
EXECUTED in two original counterparts at Cleveland, Ohio
effective as of the ____ of _______________________.
M. A. ▇▇▇▇▇ COMPANY EXECUTIVE
By:________________________________ _________________________
[Company Officer]
GRANT OF
PERFORMANCE SHARES
Name: 1
Date: December 6, 1995
Award: 2 Performance Shares
Business Unit:
Performance Period: January 1, 1996 through December 31, 1998
Performance Target: See attached Performance Grid
M.A. ▇▇▇▇▇ COMPANY
___________________________________
By: Vice President, Human Resources
The undersigned accepts the foregoing Grant of Performance Shares
under the terms and conditions contained in the M.A. ▇▇▇▇▇
Company 1988 Long-Term Incentive Plan and the Performance Share
Agreement dated as of December 6, 1995.
_____________________________________ _____________________
1 Date