PERFORMANCE GOALS. The Committee, in its discretion, shall in the case of Grants (including, in particular, Grants other than Options) intended to qualify for an exception from the limitation imposed by Section 162(m) of the Code ("Performance-Based Grants") # establish one or more performance goals ("Performance Goals") as a precondition to the issue of Grants, and # provide, in connection with the establishment of the Performance Goals, for predetermined Grants to those Grantees (who continue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance Goals shall be based upon the criteria set forth in Exhibit A hereto which is hereby incorporated herein by reference as though set forth in full. The Performance Goals shall be established in a timely fashion such that they are considered preestablished for purposes of the rules governing performance-based compensation under Section 162(m) of the Code. Prior to the award of Restricted Stock hereunder, the Committee shall have certified that any applicable Performance Goals, and other material terms of the Grant, have been satisfied. Performance Goals which do not satisfy the foregoing provisions of this Section 13 may be established by the Committee with respect to Grants not intended to qualify for an exception from the limitations imposed by Section 162(m) of the Code.
PERFORMANCE GOALS. The Committee, in its discretion, shall in the case of Grants (including, in particular, Grants other than Options) intended to qualify for an exception from the limitation imposed by [Section 162(m) of the Code ("Performance-Based Grants") # establish one or more performance goals ("] Performance Goals") as a precondition to the issue of Grants, and # provide, in connection with the establishment of the Performance Goals, for predetermined Grants to those Grantees (who continue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance Goals shall be based upon the criteria set forth in Exhibit A hereto which is hereby incorporated herein by reference as though set forth in full. The Performance Goals shall be established in a timely fashion such that they are considered preestablished forRestrictions. For purposes of the rules governing performance-qualifying grants of Restricted Stock or Restricted Stock Units as “performance-based compensationcompensation” under Section 162(m) of the Code. Prior toCode, the awardCommittee, in its sole discretion, may set restrictions based upon the achievement of Restricted Stock hereunder, the Committee shall have certified that any applicable Performance Goals, and other material terms of the Grant, have been satisfied.Goals. The Performance Goals which do not satisfy the foregoing provisions of this Section 13 mayshall be establishedset by the Committee with respecton or before the latest date permissible to Grants not intendedenable the Restricted Stock or Restricted Stock Units to qualify for an exception from the limitations imposed by Sectionas “performance-based compensation” under section 162(m) of the Code. In granting Restricted Stock or Restricted Stock Units that are intended to qualify under section 162(m) of the Code, the Committee shall follow any procedures determined by it in its sole discretion from time to time to be necessary, advisable or appropriate to ensure qualification of the Restricted Stock under section 162(m) of the Code.
PERFORMANCE GOALS. ThePerformance-Based Grants. Notwithstanding anything to the contrary herein, certain Shares of Restricted Stock granted under this Section 8 may, at the discretion of the Committee, be granted in its discretion, shall in the case of Grants (including, in particular, Grants other than Options)a manner which is intended to qualify for an exception frombe deductible by the limitation imposed byCompany under Section 162(m) of the Code ("Performance-Based Grants")(or any successor section thereto). The restrictions applicable to such Restricted Stock shall lapse based wholly or partially on the attainment of written performance goals approved by the Committee for a performance period established by the Committee # establishwhile the outcome for that performance period is substantially uncertain and # no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more performance goals ("Performance Goals") as a precondition to the issue of Grants, and # provide, in connection with the establishment of the Performance Goals, for predetermined Grants to those Grantees (who continue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance Goals shall be based upon the criteria set forth in Exhibit A hereto which is hereby incorporated herein by reference as though set forth in full.[Section 9(b)] below. The Performance Goals shall be established in a timely fashion such that they are considered preestablished for purposes of the rules governing performance-based compensation under Section 162(m) of the Code. Prior to the award of Restricted Stock hereunder, the Committee shall have certified that any applicable Performance Goals, and other material terms of the Grant, have been satisfied. Performance Goals which do not satisfy the foregoing provisions of this Section 13 may be established by the Committeedetermine in its discretion whether, with respect to Grants not intendeda performance period, the applicable performance goals have been met with respect to qualify for an exception froma given Participant and, if they have, shall so certify prior to the limitations imposed by Section 162(m)release of the Code.restrictions on the Shares.
PERFORMANCE GOALS. The Committee, in its discretion, shall in the case of Grants (including, in particular, Grants other than Options) intended to qualify for an exception from the limitation imposed by [Section 162(m)] Performance Restrictions. Notwithstanding any other provision of the Code ("Performance-Based Grants") # establish one or more performance goals ("Performance Goals") as a preconditionthis Section to the issuecontrary, for purposes of Grants, and # provide, in connection withqualifying grants of Restricted Stock as Performance-Based Compensation, if applicable, the establishment of the Performance Goals, for predetermined Grants to those Grantees (who continue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance GoalsCommittee shall beestablish restrictions based upon the criteria set forth in Exhibit A hereto which is hereby incorporated herein by reference as though set forth in full. Theachievement of pre-established Performance Goals shall be established in a timely fashion such that they are considered preestablishedTargets. If the Committee intends for purposes of the rules governing performance-based compensation under Section 162(m) of the Code. Prior to the awardany Share of Restricted Stock hereunder,to qualify as Performance-Based Compensation, the Committeespecific Performance Targets that must be satisfied for the Period of Restriction to lapse or terminate shall have certified that any applicable Performance Goals, and other material terms of the Grant, have been satisfied. Performance Goals which do not satisfy the foregoing provisions of this Section 13 may be established by the Committee with respecton or before the latest date permissible to Grants notenable the Restricted Stock to so qualify. In granting Restricted Stock that is intended to qualify for an exception fromas Performance-Based Compensation, the limitations imposed by Section 162(m) of the Code.Committee shall follow any procedures that it determines to be necessary, advisable, or appropriate to ensure such qualification.
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