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The number of shares of
Common Stock which may actually vest and become issuable pursuant
to the Award shall be determined pursuant to a two-step process:
(i) first there shall be calculated the maximum number of shares of
Common Stock in which Participant can vest under the Performance
Vesting section below based upon the actual level at which the
Performance Goals specified on attached Schedule I are attained and
(ii) then the number of shares calculated under clause (i) in which
Participant may actually vest shall be determined on the basis of
his or her completion of the applicable Service vesting provisions
set forth in the form Performance-Based Restricted Stock Unit Award
Agreement.
Performance
Vesting : Attached Schedule I
specifies the Performance Goals at three designated levels:
Threshold, Target and Extraordinary. As soon as administratively
practicable following the completion of the Performance Period, the
Plan Administrator shall determine the actual level of attainment
for each Performance Goal and shall then measure that level of
attainment against the Threshold, Target and Extraordinary Levels
set forth in attached Schedule I. The maximum number of shares of
Common Stock in which Participant can vest based upon the actual
level of attainment for the Performance Goals shall be determined
by applying the following percentages to the number of shares
specified in the Number of Shares Subject to Award section
above:
Attainment below the Threshold
Level: 0% of
the shares
Attainment at the Threshold Level:
50% of the shares
Attainment at the Target
Level:
100% of the shares
Attainment at Extraordinary
Level:
200% of the shares
To the extent the actual
level of attainment is at a point between the Threshold and Target
Levels, the maximum number of shares of Common Stock in which
Participant can vest shall be pro-rated between the two points on a
straight line basis.
To the extent the actual level of attainment is at a point
between the Target and Extraordinary Levels, the maximum number of
shares of Co
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