EXHIBIT 10.67
▇▇▇▇ CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
FORM OF PERFORMANCE SHARE AWARD AGREEMENT
PERFORMANCE SHARE AWARD AGREEMENT (the "Agreement") dated as of
_______ __, 2007, between ▇▇▇▇ Corporation (the "Company") and the individual
whose name appears on the signature page hereof (the "Participant"), who is a
key employee of the Company or an Affiliate. Any term capitalized herein, but
not defined, shall have the meaning set forth in the ▇▇▇▇ Corporation Long-Term
Stock Incentive Plan (the "Plan").
1. GRANT. In accordance with the terms of the Plan, the Company
hereby grants to the Participant a Performance Share Award subject to the terms
and conditions set forth herein.
2. PERFORMANCE PERIOD. The Performance Period for this Award shall
be the three-year period commencing on January 1, 2007 and ending on December
31, 2009.
3. PERFORMANCE MEASURES. There shall be two performance measures,
Relative Return to Shareholders and Return on Invested Capital, as both are
defined below.
a. Relative Return to Shareholders: This performance measure
ranks the "Return to Shareholders" (as defined below) for the Company over the
Performance Period in relation to the Return to Shareholders for the "S&P 500
Companies" (as defined below).
i. "Return to Shareholders" for each respective company
shall mean the quotient of (I) the sum of (a) the average closing price, as
reported on the exchange where the stock of the relevant company is traded, for
the five consecutive trading days preceding January 1, 2010 and (b) the
dividends declared during the period commencing on January 1, 2007 and ending on
December 31, 2009, divided by (II) the average closing price, as reported on the
exchange where the stock of the relevant company is traded, for the five
consecutive trading days preceding January 1, 2007.
ii. "S&P 500 Companies" shall mean the corporations
comprising the Standard & Poor's S&P 500 Index as of the end of the respective
periods for which performance is to be measured pursuant to the terms of the
Agreement.
b. Return on Invested Capital: This performance measure is the
compounded improvement on the Company's return on invested capital as reported
to its shareholders for 2007, 2008, 2009 fiscal years or as otherwise approved
by the Compensation Committee.
4. PERFORMANCE GOALS.
a. Relative Return to Shareholders:
i. Threshold: The Company is ranked above the 42nd
percentile of S&P 500 Companies when comparing the
Company's Return to Shareholders to the Return to
Shareholders of the S&P 500 Companies during the
relevant period.
ii. Target: The Company is ranked above the 57th
percentile of S&P 500 Companies when comparing the
Company's Return to Shareholders to the Return to
Shareholders of the S&P 500 Companies during the
relevant period.
iii. Superior: The Company is ranked above the 85th
percentile of S&P 500 Companies when comparing the
Company's Return to Shareholders to the Return to
Shareholders of the S&P 500 Companies during the
relevant period.
b. Return on Invested Capital:
i. Threshold: 3% per year average improvement
ii. Target: 5% per year average improvement
iii. Superior: 7% per year average improvement
5. PERFORMANCE SHARES.
a. The number of Performance Shares earned by a Participant with
respect to each performance measure during the Performance Period shall be
determined under the following chart:
PERFORMANCE SHARES
PERFORMANCE AT Relative Return to Shareholders Return on Invested Capital
--------------- ------------------------------- --------------------------
Threshold ________ ________
Target ________ ________
Superior ________ ________
b. In the event that the Company's actual performance does not
meet threshold for that performance measure, Performance Shares shall not be
earned with respect to that performance measure.
c. If the Company's actual performance for a performance measure
is
between "threshold" and "target," the Performance Shares earned shall equal the
Performance Shares for threshold plus the number of Performance Shares
determined under the following formula:
(TAS - TS) x AP - TP
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TAP - TP
TAS = The Performance Shares for target.
TS = The Performance Shares for threshold.
AP = The Company's actual performance.
TP = The threshold performance goal.
TAP = The target performance goal.
d. If the Company's actual performance for a performance measure
is between "target" and "superior," the Performance Shares earned shall equal
the Performance Shares for target plus the number of Performance Shares
determined under the following formula:
(SS - TAS) x AP - TAP
--------
SP - TAP
SS = The Performance Shares for superior.
TAS = The Performance Shares for target.
AP = The Company's actual performance.
TAP = The target performance goal.
SP = The superior performance goal.
e. If the Company's actual performance for performance measure
exceeds "superior," the Performance Shares earned shall equal the Performance
Shares for superior.
f. As an alternative to the calculation of the amount of
Performance Shares earned pursuant to Section 4 and Sections 5(a) through 5(e)
above and in order for the potential Performance Share Award to be "banked" on a
year-by-year basis, Participant shall earn an amount of Performance Shares equal
to the total of Performance Shares earned in each of the three calendar years of
the Performance Period as if the Company's actual performance had
been measured at the end of each such year with one-third (1/3) of the
Performance Shares being earned if, and to the extent that, the respective
Performance Goal has been met for such year (with such calculations and goals
herein applied as if each separate calendar year were a Performance Period).
This Section 5(f) shall operate and Performance Shares will be earned hereunder
if and only if the Participant would earn more Performance Shares as a result
hereof than otherwise earned pursuant to this Agreement.
6. TIMING AND FORM OF PAYOUT. Except as hereinafter provided, after
the end of the Performance Period, the Participant shall be entitled to receive
a number of shares of the Company's common stock, par value $.01 per share
("Common Stock"), equal to his total number of Performance Shares determined
under Section 5. Delivery of such shares of Common Stock shall be made as soon
as administratively feasible after the Committee certifies the actual
performance of the Company during the Performance Period. Notwithstanding
anything herein to the contrary, the Committee may, in compliance with and to
the extent permissible under Code Section 409A, defer delivery of any shares of
Common Stock to the Participant under this Section if the delivery of such
shares of Common Stock would constitute compensation to the Participant that is
not deductible by the Company or an Affiliate due to the application of Code
Section 162(m); provided, that such shares of Common Stock deferred pursuant to
this sentence shall be delivered to the Participant on or before the January 15
of the first year in which the Participant is no longer a "covered employee" of
the Company (within the meaning of Code Section 162(m)) following the end of the
Performance Period.
7. TERMINATION OF EMPLOYMENT DUE TO DEATH, RETIREMENT, OR
DISABILITY. If a Participant ceases to be an employee prior to the end of the
Performance Period by reason of death, an End of Service Date or disability, the
Participant (or in the case of the Participant's death, the Participant's
beneficiary) shall be entitled to receive shares of Common Stock equal to the
number of shares of Common Stock the Participant would have been entitled to
under Section 6 if he or she had remained employed until the last day of the
Performance Period multiplied by a fraction, the numerator of which shall be the
number of full calendar months during the period of January 1, 2007 through the
date of the Participant's employment terminated and the denominator of which
shall be thirty-six. The delivery of such shares of Common Stock shall be made
as soon as administratively feasible after the end of the Performance Period.
The Participant's "End of Service Date" is the date of his or her retirement
after attaining age 55 and completing ten years of service (as defined in the
▇▇▇▇ Corporation Pension Plan, regardless of whether the Participant
participates in such plan).
Any distribution made with respect to a Participant who
has died shall be paid to the beneficiary designated by the Participant pursuant
to Article 11 of the Plan to receive the Participant's shares of Common Stock
under this Award. If the Participant's beneficiary predeceases the Participant
or no beneficiary has been properly designated, distribution of the
Participant's shares of Common Stock under this Award shall be made to the
Participant's surviving spouse and if none, to the Participant's estate.
8. TERMINATION OF EMPLOYMENT FOR ANY OTHER REASON. Except as
provided in Section 7, the Participant must be an employee of the Company and/or
an Affiliate continuously from the date of this Award until the last day of the
Performance Period to
be entitled to receive any shares of Common Stock with respect to any
Performance Shares he may have earned hereunder.
9. ASSIGNMENT AND TRANSFERS. The rights and interests of the
Participant under this Award may not be assigned, encumbered or transferred
except, in the event of the death of the Participant, by will or the laws of
descent and distribution.
10. WITHHOLDING TAX. The Company and any Affiliate shall have the
right to retain shares of Common Stock that are distributable to the Participant
hereunder to the extent necessary to satisfy the minimum required withholding
taxes, whether federal, state or local, triggered by the distribution of shares
of Common Stock under this Award.
11. NO LIMITATION ON RIGHTS OF THE COMPANY. The grant of this Award
shall not in any way affect the right or power of the Company to make
adjustments, reclassification, or changes in its capital or business structure,
or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part
of its business or assets.
12. PLAN AND AGREEMENT NOT A CONTRACT OF EMPLOYMENT. Neither the
Plan nor this Agreement is a contract of employment, and no terms of employment
of the Participant shall be affected in any way by the Plan, this Agreement or
related instruments except as specifically provided therein. Neither the
establishment of the Plan nor this Agreement shall be construed as conferring
any legal rights upon the Participant for a continuation of employment, nor
shall it interfere with the right of the Company or any Affiliate to discharge
the Participant and to treat him or her without regard to the effect that such
treatment might have upon him or her as a Participant.
13. PARTICIPANT TO HAVE NO RIGHTS AS A STOCKHOLDER. The Participant
shall not have any rights as a stockholder with respect to any shares of Common
Stock subject to this Award prior to the date on which he or she is recorded as
the holder of such shares of Common Stock on the records of the Company.
14. NOTICE. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, or sent by
certified, registered or express mail, postage prepaid. Any such notice shall be
deemed given when so delivered personally or, if mailed, three days after the
date of deposit in the United States mail, in the case of the Company to ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: General Counsel and, in
the case of the Participant, to its address set forth on the signature page
hereto or, in each case, to such other address as may be designated in a notice
given in accordance with this Section.
15. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Michigan, determined
without regard to its conflict of law rules.
16. PLAN DOCUMENT CONTROLS. The rights herein granted are in all
respects subject to the provisions set forth in the Plan to the same extent and
with the same effect
as if set forth fully herein. In the event that the terms of this Agreement
conflict with the terms of the Plan document, the Plan document shall control.
[signature page follows]
IN WITNESS WHEREOF, the Company and the Participant have duly executed
this Agreement as of the date first written above.
▇▇▇▇ CORPORATION
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Senior Vice President, Human Resources
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[Participant's Signature]
Participant's Name and Address for notices
hereunder
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