The Executive hereby accepts the Performance Share Grant and agrees to the following restrictions and conditions.
Assume the following: Performance Share Grant of 1,000 shares Threshold, Target, and Maximum Award Modifiers of 50%, 100%, and 200% respectively [Performance Goal A] performance at [ ] (precisely halfway between the Target and Maximum Milestones) Performance of [ ] for [Performance Goal B] (precisely the Target Milestone) Performance Goals are equally weighted.
In the case of a Performance Share Grant, the Participant shall be entitled to receive payment for each unit earned in an amount equal to the aggregate Fair Market Value of the shares of Common Stock covered by such Award as of the end of the Performance Period.
The Executive shall not sell, exchange, transfer, pledge, hypothecate or otherwise dispose of this Performance Share Grant prior to the conclusion of the Performance Period and distribution of earned Performance Shares in accordance with Paragraph 1 of this Agreement.
In the event of a Change in Control, the Performance Share Grant shall be deemed earned at the Target level, all restrictions on those Performance Shares shall immediately lapse and distribution of the Target level of Performance Shares shall be governed by the terms of the Plan.