Performance Goals and Vesting Schedule

Performance Goals and Vesting Schedule. The RSUs are eligible to be earned in four equal annual installments on the performance conditions specified in the following table, but any earned portion of the RSUs shall remain unvested until the Vesting Date specified in the following table: Performance Period Shares Performance Goal Vesting Date 2011 60,000 ... Board's approval of CEO's long-term strategic plan December 31, 2012 2012 60,000 To be defined by Board or Committee* December 31, 2013 2013 60,000 To be defined by Board or Committee* December 31, 2014 2014 60,000 To be defined by Board or Committee* December 31, 2015 * Performance goal for each of these annual performance periods (2012-2014) will be approved no later than March of the applicable year. For each annual performance period specified in the table above, to the extent the performance goal for any performance period is not met, the applicable installment of RSUs shall be forfeited (in whole or in part, as applicable, as determined by the Committee) as of the end of such performance period. For the avoidance of doubt, there shall be no "catch up" in any future performance period to the extent any portion of an installment for a prior performance period is not earned. View More