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2007 – 2009
EXECUTIVE PERFORMANCE PLAN
PLAN SUMMARY
Awards: The Performance Shares will be earned on the
Vesting Date (as defined below) only to the extent that the
performance goal thresholds for the Performance Period are
exceeded, with any unearned Performance Shares being forfeited
without notice on the Vesting Date. The performance measure is
cumulative cash flow (“Cumulative Cash Flow”) as
described in the 2007-2009 Executive Performance Plan Overview (the
“Overview”).
Performance Period: The Company’s 2007-2009 fiscal
years.
Vesting: Performance Shares are earned and vest on the
third anniversary of the grant date (the “Vesting
Date”). Upon the death, Disability or Retirement of a
Participant (each, as defined in the 2003 Long-Term Incentive Plan
(the “Plan”)) prior to the Vesting Date, Performance
Shares will continue to vest and such Participant will be eligible
for a full un-prorated award upon vesting. Recipients will forfeit,
without further notice and effective as of their date of
termination any unvested Performance Shares if their employment
terminates prior to the Vesting Date for any reason other than
death, Disability or Retirement.
Change of
Control: Notwithstanding the above, in the event of a
Change of Control (as defined in the Plan), all Performance Shares
will be considered fully earned and will be payable at target
promptly as practicable following the Change of Control. The
Compensation Committee may adjust the Performance Shares earned to
the extent the actual Cumulative Cash Flow to that date exceeds the
target specified in the Overview, but in no case will the
Performance Shares earned be less than the target.
Dividends: Dividends are not paid on Performance Shares.
After the Performance Shares are vested and shares of the
Company’s Common Stock are deposited in a Wells Fargo account
for the Participant (net of taxes) soon after the Vesting Date,
dividends will be paid prospectively on all shares of the
Company’s common stock if and when declared by the Board of
Directors.
Voting: Performance Shares are not entitled to any
voting rights. After the Performance Shares are vested and shares
of the Company’s c
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