The Committee may exercise such authority to the extent the exercise of such authority after the Performance Goals Date in respect of the Restricted Stock Award would not cause the Restricted Stock Award to fail to be a 162(m) Performance-Based Award.
On or before the Performance Goals Date as to each applicable Performance Period, the Committee shall establish a written schedule of the amount of Shares subject to the 162(m) Performance-Based Award that will vest if the performance standards are satisfied.
The Committee may establish other restrictions to payment under a 162(m) Performance-Based Award, such as a continued employment requirement, in addition to satisfaction of the 162(m) Performance Goals.
As soon as practicable following the end of such the applicable Performance Period, the Committee will certify in writing the attainment of the performance standards established for such period and will calculate the number of Shares subject to the 162(m) Performance-Based Award, if any, that will vest pursuant to the schedule previously established by the Committee.
If the 162(m) Performance Goals are met or exceeded, the Committee shall certify that fact in writing and certify the number of shares earned under the terms of the 162(m) Performance-Based Award.