-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T5V1/AeEkh58shMEe8ZGyZIyjDJYGgBy12P7V8O1fcaRA6g7KtoE5FZRI/Egftr0 C1x98f96yN4/VX5SQXOXmQ== 0000950116-05-002812.txt : 20050817 0000950116-05-002812.hdr.sgml : 20050817 20050817162619 ACCESSION NUMBER: 0000950116-05-002812 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050811 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050817 DATE AS OF CHANGE: 20050817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMAGNETICS GENERAL CORP CENTRAL INDEX KEY: 0000351012 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 141537454 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11344 FILM NUMBER: 051033654 BUSINESS ADDRESS: STREET 1: 450 OLD NISKAYUNA RD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 BUSINESS PHONE: 5187821122 MAIL ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 8-K 1 eight-k.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 8-K ______________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2005 ______________ INTERMAGNETICS GENERAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-11344 14-1537454 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 450 OLD NISKAYUNA ROAD LATHAM, NEW YORK 12110 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (518) 782-1122 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. COMPENSATION COMMITTEE APPROVES INCENTIVE COMPENSATION BONUSES FOR FISCAL YEAR 2005 On August 11, 2005, the Compensation Committee of the Board of Directors of Intermagnetics General Corporation approved the payment of cash incentive bonus awards accrued during the Company's recently completed fiscal year 2005. Payments under the Management Incentive Compensation Program (the "Plan") are linked to financial and individual goals that are established at the beginning of the Company's fiscal year by management and the Compensation Committee. The Plan reflects the philosophy of the Compensation Committee that annual incentive compensation is keyed to growth in profitability, with a smaller portion tied to individual goals. The Program is designed so that the aggregate annual bonus awards under the Plan does not typically exceed 10% of consolidated operating income, as adjusted. The aggregate bonus awards approved by the Compensation Committee for fiscal year 2005 was 6.32% of adjusted consolidated operating income. Under the Plan, the performance of Mr. Epstein and Mr. Burke is measured based on growth in consolidated net income as adjusted and the performance of all other participants, with the exception of Mr. Pellegrino, is measured based on growth in net operating profit as adjusted. Mr. Pellegrino heads SuperPower, Inc., a development stage subsidiary, and he is measured based on individual goals tied to achieving technical and funding milestones. During fiscal 2005 the Plan targeted 15% growth in the relevant performance measures both on a consolidated basis and within each operating unit. For the company's recently completed fiscal year 2005, growth in adjusted net income and/or operating profit was calculated on a pro forma basis to measure the actual ongoing growth of businesses acquired by the company in fiscal year 2004 and 2005. The Company's gain on the sale of its subsidiary, Polycold Systems, Inc., was not included for purposes of determining bonuses under the Plan. The Compensation Committee approved a bonus pool of about $2,721,000 for a total of about 75 participants in the 2005 Plan. Out of that pool, the bonuses approved by the Compensation Committee for the company's executive officers are as follows:
Name, title FY '05 Cash Award - --------------------------------------------------------------------------------------- ------------------ Glenn H. Epstein, Chairman and CEO $887,500 Leo Blecher, Sector President, MRI $174,301 Michael K. Burke, Executive Vice President and CFO $253,125 Michael Mainelli, Sector President, Medical Devices $ 65,000* Philip J. Pellegrino, Sector President, Energy Technology $ 84,000 Thomas J. O'Brien, Executive Vice President, Corporate Development $185,250
*Mr. Mainelli joined the Company in January of 2005 and his bonus was pro-rated for his partial year participation the Plan. COMPENSATION COMMITTEE APPROVES GOALS FOR FISCAL YEAR 2006 INCENTIVE COMPENSATION PLAN At its August 11 meeting the Compensation Committee approved the bonus targets and financial goals for Plan participants for the Company's fiscal year 2006. In addition to the named executives above, approximately 100 employees will participate in the fiscal year 2006 Plan with bonus targets ranging from 10%-40% of base salary. As in prior years, the financial goals are linked to growth in profitability, and the individual goals are tied to individual goal achievement. For fiscal year 2006 the target is weighted toward 15% growth in net operating profit on a consolidated basis, and for Messrs. Epstein and Burke, 15% growth in net consolidated income. The Compensation Committee also approved a change to the Plan for fiscal year 2006 such that participants in the Plan are eligible to achieve a bonus of up to two times their bonus target if they exceed their financial goals by twice the targeted level. In previous years, the Plan provided for uncapped bonuses with a provision for the "banking" of bonuses earned in excess of 150% of the participant's financial target. The banks were payable over the succeeding three year period. For fiscal year 2006 the Committee approved the following bonus targets as a percentage of base salary (the parenthetical denotes that portion of the bonus target that is financial and the portion that is tied to individual goals): Mr. Epstein 110% (90% financial, 20% individual); Mr. Blecher 50% (35% financial, 15% individual); Mr. Burke 60% (45% financial, 15% individual); Mr. Mainelli 60% (45% financial, 15% individual); Mr. Pellegrino 35% (all individual) and Mr. O'Brien 50% (35% financial, 15% individual). Under the Plan, the Compensation Committee may award or deny incentive compensation bonuses at its discretion based on individual and/or company performance. COMPENSATION COMMITTEE CONFIRMS PRE-TAX EPS TARGET FOR 2005 PERFORMANCE-BASED LONG TERM EQUITY COMPENSATION PROGRAM At its August 11 meeting, the Compensation Committee also confirmed that the base number from which growth in pre-tax earnings per share will be measured under the Company's 2005 Performance-Based Equity Program is $1.62. This pre-tax EPS number is based on the results of operations of the company for its recently completed fiscal year 2005 and is consistent with the definition of "Base Year Pre-Tax EPS" provided for in the program. Accordingly, the Company has revised "Appendix A" to each of the participants' equity award agreements to reflect the actual pre-tax EPS number. Revised appendices for the named executives are attached as exhibits to this Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following Exhibits are filed with this Form 8-K.
---------------------- ------------------------------------------------------------------------------------- EXHIBIT NO. DESCRIPTION ----------- ----------- ---------------------- ------------------------------------------------------------------------------------- 10.1 Revised Appendix A to Restricted Stock Unit Agreement between Glenn H. Epstein and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.2 Revised Appendix A to Restricted Stock Unit Agreement between Michael K. Burke and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.3 Revised Appendix A to Restricted Stock Unit Agreement between Michael Mainelli and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.4 Revised Appendix A to Restricted Stock Unit Agreement between Thomas J. O'Brien and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.5 Revised Appendix A to Restricted Stock Unit Agreement between Leo Blecher and Intermagnetics General Corporation dated April 13, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.6 (1) Restricted Stock Unit Agreement between Glenn H. Epstein and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.7 (1) Restricted Stock Unit Agreement between Michael K. Burke and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.8 (1) Restricted Stock Unit Agreement between Michael Mainelli and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.9 (1) Restricted Stock Unit Agreement between Thomas J. O'Brien and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.10 (2) Restricted Stock Unit Agreement between Leo Blecher and Intermagnetics General Corporation dated April 13, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.11 (3) 2000 Stock Option and Stock Award Plan, as amended and restated as of November 16, 2004. ---------------------- -------------------------------------------------------------------------------------
(1) Incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on March 16, 2005. (2) Incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on April 19, 2005. (3) Incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on November 18, 2004, as amended by the Form 8-K/A filed by the Company on July 15, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTERMAGNETICS GENERAL CORPORATION By: /s/Michael K. Burke --------------------------------- Michael K. Burke Executive Vice President and Chief Financial Officer Dated: August 17, 2005 EXHIBIT INDEX
---------------------- ------------------------------------------------------------------------------------- EXHIBIT NO. DESCRIPTION ----------- ----------- ---------------------- ------------------------------------------------------------------------------------- 10.1 Revised Appendix A to Restricted Stock Unit Agreement between Glenn H. Epstein and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.2 Revised Appendix A to Restricted Stock Unit Agreement between Michael K. Burke and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.3 Revised Appendix A to Restricted Stock Unit Agreement between Michael Mainelli and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.4 Revised Appendix A to Restricted Stock Unit Agreement between Thomas J. O'Brien and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.5 Revised Appendix A to Restricted Stock Unit Agreement between Leo Blecher and Intermagnetics General Corporation dated April, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.6 (1) Restricted Stock Unit Agreement between Glenn H. Epstein and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.7 (1) Restricted Stock Unit Agreement between Michael K. Burke and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.8 (1) Restricted Stock Unit Agreement between Michael Mainelli and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.9 (1) Restricted Stock Unit Agreement between Thomas J. O'Brien and Intermagnetics General Corporation dated March 14, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.10 (2) Restricted Stock Unit Agreement between Leo Blecher and Intermagnetics General Corporation dated April 13, 2005. ---------------------- ------------------------------------------------------------------------------------- 10.11 (3) 2000 Stock Option and Stock Award Plan, as amended and restated as of November 16, 2004. ---------------------- -------------------------------------------------------------------------------------
(1) Incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on March 16, 2005. (2) Incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on April 19, 2005. (3) Incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on November 18, 2004, as amended by the Form 8-K/A filed by the Company on July 15, 2005. EX-10 2 ex10-1.txt EXHIBIT 10.1 EXHIBIT 10.1 APPENDIX A - REVISED RESTRICTED STOCK UNIT AWARD GLENN H. EPSTEIN PERFORMANCE TARGETS AND VESTING SCHEDULE I. DEFINITIONS "Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined below) as measured at the end of each fiscal year of the Performance Period. Growth shall be measured off of the Base Year Pre-Tax EPX. "Base Year Pre-Tax EPX" shall mean Pre-Tax Operating Earnings Per Share divided by Fully Diluted Shares. Operating Earnings Per Share shall be the final Base Year earnings per share excluding certain items as approved by the Board consistent with past practice and reported by the company in its fiscal year end earnings release. "Fully Diluted Shares" shall mean total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Investment Grade" shall mean an investment rating of not less than BBB- or Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor Service or Fitch). If, at the time of measurement, the Corporation's debt is not rated, then it shall be considered Investment Grade. "Pre-Tax Earnings" shall mean the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted Shares. II. PERFORMANCE TARGETS
- ---------------------------------- ------------------------- ---------------------------- ---------------------------- 415,000 Restricted Units 145,250 Threshold 332,000 Intermediate 415,000 Stretch - ---------------------------------- ------------------------- ---------------------------- ---------------------------- Growth 8% Compounded 11% Compounded 15% Compounded - ---------------------------------------------------------------------------------------------------------------------- Corporation's debt must be Investment Grade at the end of the Performance Period, and in any year in which vesting occurs. - ----------------------------------------------------------------------------------------------------------------------
III. VESTING SCHEDULE The restrictions will lapse with respect to the corresponding number of Restricted Units associated with the performance targets set forth in II above based on the following schedule. This schedule shall be adjusted for any change in the number or class of shares of Stock outstanding, by reason of a stock dividend, stock split, subdivision or combination of shares. "A" equals Base Year Pre-Tax EPX
Year 3 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- $2.04 - $2.18 8%-10.4% 145,250 15% 21,788 $2.19 - $2.45 10.5%-14.9% 332,000 15% 49,800 $2.46 + 15% 415,000 15% 62,250 Year 4 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- $2.20 - $2.41 8%-10.4% 145,250 20% 29,050 $2.42 - $2.82 10.5%-14.9% 332,000 20% 66,400 $2.83 15% 415,000 20% 83,000 Year 5 Allocation Shares earned - ----------------- $2.38 8.0% 145,250 100% 145,250 $2.39 8.1% 152,720 100% 152,720 $2.40 8.2% 160,190 100% 160,190 $2.41 8.3% 167,660 100% 167,660 $2.42 8.4% 175,130 100% 175,130 $2.44 8.5% 182,600 100% 182,600 $2.45 8.6% 190,070 100% 190,070 $2.46 8.7% 197,540 100% 197,540 $2.47 8.8% 205,010 100% 205,010 $2.48 8.9% 212,480 100% 212,480 $2.49 9.0% 219,950 100% 219,950
Year 5 Allocation Shares earned $2.50 9.1% 227,420 100% 227,420 $2.52 9.2% 234,890 100% 234,890 $2.53 9.3% 242,360 100% 242,360 $2.54 9.4% 249,830 100% 249,830 $2.55 9.5% 257,300 100% 257,300 $2.56 9.6% 264,770 100% 264,770 $2.57 9.7% 272,240 100% 272,240 $2.59 9.8% 279,710 100% 279,710 $2.60 9.9% 287,180 100% 287,180 $2.61 10.0% 294,650 100% 294,650 $2.62 10.1% 302,120 100% 302,120 $2.63 10.2% 309,590 100% 309,590 $2.64 10.3% 317,060 100% 317,060 $2.66 10.4% 324,530 100% 324,530 $2.67 10.5% 332,000 100% 332,000 $2.68 10.6% 333,844 100% 333,844 $2.69 10.7% 335,689 100% 335,689 $2.71 10.8% 337,533 100% 337,533 $2.72 10.9% 339,378 100% 339,378 $2.73 11.0% 341,222 100% 341,222 $2.74 11.1% 343,067 100% 343,067 $2.75 11.2% 344,911 100% 344,911
Year 5 Allocation Shares earned $2.77 11.3% 346,756 100% 346,756 $2.78 11.4% 348,600 100% 348,600 $2.79 11.5% 350,444 100% 350,444 $2.80 11.6% 352,289 100% 352,289 $2.82 11.7% 354,133 100% 354,133 $2.83 11.8% 355,978 100% 355,978 $2.84 11.9% 357,822 100% 357,822 $2.86 12.0% 359,667 100% 359,667 $2.87 12.1% 361,511 100% 361,511 $2.88 12.2% 363,356 100% 363,356 $2.89 12.3% 365,200 100% 365,200 $2.91 12.4% 367,044 100% 367,044 $2.92 12.5% 368,889 100% 368,889 $2.93 12.6% 370,733 100% 370,733 $2.95 12.7% 372,578 100% 372,578 $2.96 12.8% 374,422 100% 374,422 $2.97 12.9% 376,267 100% 376,267 $2.98 13.0% 378,111 100% 378,111 $3.00 13.1% 379,956 100% 379,956 $3.01 13.2% 381,800 100% 381,800 $3.02 13.3% 383,644 100% 383,644 $3.04 13.4% 385,489 100% 385,489
Year 5 Allocation Shares earned $3.05 13.5% 387,333 100% 387,333 $3.06 13.6% 389,178 100% 389,178 $3.08 13.7% 391,022 100% 391,022 $3.09 13.8% 392,867 100% 392,867 $3.11 13.9% 394,711 100% 394,711 $3.12 14.0% 396,556 100% 396,556 $3.13 14.1% 396,556 100% 396,556 $3.15 14.2% 396,556 100% 396,556 $3.16 14.3% 396,556 100% 396,556 $3.17 14.4% 396,556 100% 396,556 $3.19 14.5% 396,556 100% 396,556 $3.20 14.6% 396,556 100% 396,556 $3.22 14.7% 396,556 100% 396,556 $3.23 14.8% 396,556 100% 396,556 $3.24 14.9% 396,556 100% 396,556 $3.26 15.0% 415,000 100% 415,000
*(SHALL BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4) In the event of termination for a Qualified Reason, the number of shares earned shall be measured at the end of the fiscal year in which the termination for a Qualified Reason occurred, and shall be paid after the end of such fiscal year. Accordingly, no Restricted Units will vest if termination occurs during fiscal years 2006 or 2007. EX-10 3 ex10-2.txt EXHIBIT 10.2 EXHIBIT 10.2 APPENDIX A - REVISED RESTRICTED STOCK UNIT AWARD MICHAEL K. BURKE PERFORMANCE TARGETS AND VESTING SCHEDULE I. DEFINITIONS "Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined below) as measured at the end of each fiscal year of the Performance Period. Growth shall be measured off of the Base Year Pre-Tax EPX. "Base Year Pre-Tax EPX" shall mean Pre-Tax Operating Earnings Per Share divided by Fully Diluted Shares. Operating Earnings Per Share shall be the final Base Year earnings per share excluding certain items as approved by the Board consistent with past practice and reported by the company in its fiscal year end earnings release. "Fully Diluted Shares" shall mean total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Investment Grade" shall mean an investment rating of not less than BBB- or Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor Service or Fitch). If, at the time of measurement, the Corporation's debt is not rated, then it shall be considered Investment Grade. "Pre-Tax Earnings" shall mean the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted Shares. II. PERFORMANCE TARGETS
- ---------------------------------- ------------------------- ---------------------------- ---------------------------- 135,000 Restricted Units 47,250 Threshold 108,000 Intermediate 135,000 Stretch - ---------------------------------- ------------------------- ---------------------------- ---------------------------- Growth 8% Compounded 11% Compounded 15% Compounded - ---------------------------------------------------------------------------------------------------------------------- Corporation's debt must be Investment Grade at the end of the Performance Period, and in any year in which vesting occurs. - ----------------------------------------------------------------------------------------------------------------------
III. VESTING SCHEDULE The restrictions will lapse with respect to the corresponding number of Restricted Units associated with the performance targets set forth in II above based on the following schedule. This schedule shall be adjusted for any change in the number or class of shares of Stock outstanding, by reason of a stock dividend, stock split, subdivision or combination of shares. "A" equals Base Year Pre-Tax EPX
Year 3 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- $2.04 - $2.18 8%-10.4% 47,250 15% 7,088 $2.19 - $2.45 10.5%-14.9% 108,000 15% 16,200 $2.46 + 15% 135,000 15% 20,250 Year 4 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- $2.20 - $2.41 8%-10.4% 47,250 20% 9,450 $2.42 - $2.82 10.5%-14.9% 108,000 20% 21,600 $2.83 15% 135,000 20% 27,000 Year 5 Allocation Shares earned - ----------------- $2.38 8.0% 47,250 100% 47,250 $2.39 8.1% 49,680 100% 49,680 $2.40 8.2% 52,110 100% 52,110 $2.41 8.3% 54,540 100% 54,540 $2.42 8.4% 56,970 100% 56,970 $2.44 8.5% 59,400 100% 59,400 $2.45 8.6% 61,830 100% 61,830 $2.46 8.7% 64,260 100% 64,260 $2.47 8.8% 66,690 100% 66,690 $2.48 8.9% 69,120 100% 69,120 $2.49 9.0% 71,550 100% 71,550
Year 5 Allocation Shares earned $2.50 9.1% 73,980 100% 73,980 $2.52 9.2% 76,410 100% 76,410 $2.53 9.3% 78,840 100% 78,840 $2.54 9.4% 81,270 100% 81,270 $2.55 9.5% 83,700 100% 83,700 $2.56 9.6% 86,130 100% 86,130 $2.57 9.7% 88,560 100% 88,560 $2.59 9.8% 90,990 100% 90,990 $2.60 9.9% 93,420 100% 93,420 $2.61 10.0% 95,850 100% 95,850 $2.62 10.1% 98,280 100% 98,280 $2.63 10.2% 100,710 100% 100,710 $2.64 10.3% 103,140 100% 103,140 $2.66 10.4% 105,570 100% 105,570 $2.67 10.5% 108,000 100% 108,000 $2.68 10.6% 108,600 100% 108,600 $2.69 10.7% 109,200 100% 109,200 $2.71 10.8% 109,800 100% 109,800 $2.72 10.9% 110,400 100% 110,400 $2.73 11.0% 111,000 100% 111,000 $2.74 11.1% 111,600 100% 111,600 $2.75 11.2% 112,200 100% 112,200 $2.77 11.3% 112,800 100% 112,800
Year 5 Allocation Shares earned $2.78 11.4% 113,400 100% 113,400 $2.79 11.5% 114,000 100% 114,000 $2.80 11.6% 114,600 100% 114,600 $2.82 11.7% 115,200 100% 115,200 $2.83 11.8% 115,800 100% 115,800 $2.84 11.9% 116,400 100% 116,400 $2.86 12.0% 117,000 100% 117,000 $2.87 12.1% 117,600 100% 117,600 $2.88 12.2% 118,200 100% 118,200 $2.89 12.3% 118,800 100% 118,800 $2.91 12.4% 119,400 100% 119,400 $2.92 12.5% 120,000 100% 120,000 $2.93 12.6% 120,600 100% 120,600 $2.95 12.7% 121,200 100% 121,200 $2.96 12.8% 121,800 100% 121,800 $2.97 12.9% 122,400 100% 122,400 $2.98 13.0% 123,000 100% 123,000 $3.00 13.1% 123,600 100% 123,600 $3.01 13.2% 124,200 100% 124,200 $3.02 13.3% 124,800 100% 124,800 $3.04 13.4% 125,400 100% 125,400 $3.05 13.5% 126,000 100% 126,000 $3.06 13.6% 126,600 100% 126,600
Year 5 Allocation Shares earned $3.08 13.7% 127,200 100% 127,200 $3.09 13.8% 127,800 100% 127,800 $3.11 13.9% 128,400 100% 128,400 $3.12 14.0% 129,000 100% 129,000 $3.13 14.1% 129,000 100% 129,000 $3.15 14.2% 129,000 100% 129,000 $3.16 14.3% 129,000 100% 129,000 $3.17 14.4% 129,000 100% 129,000 $3.19 14.5% 129,000 100% 129,000 $3.20 14.6% 129,000 100% 129,000 $3.22 14.7% 129,000 100% 129,000 $3.23 14.8% 129,000 100% 129,000 $3.24 14.9% 129,000 100% 129,000 $3.26 15.0% 135,000 100% 135,000
*(SHALL BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4) In the event of termination for a Qualified Reason, the number of shares earned shall be measured at the end of the fiscal year in which the termination for a Qualified Reason occurred, and shall be paid after the end of such fiscal year. Accordingly, no Restricted Units will vest if termination occurs during fiscal years 2006 or 2007. EX-10 4 ex10-3.txt EXHIBIT 10.3 EXHIBIT 10.3 APPENDIX A - REVISED RESTRICTED STOCK UNIT AWARD MICHAEL MAINELLI PERFORMANCE TARGETS AND VESTING SCHEDULE I. DEFINITIONS "Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined below) as measured at the end of each fiscal year of the Performance Period. Growth shall be measured off of the Base Year Pre-Tax EPX. "Base Year Pre-Tax EPX" shall mean Pre-Tax Operating Earnings Per Share divided by Fully Diluted Shares. Operating Earnings Per Share shall be the final Base Year earnings per share excluding certain items as approved by the Board consistent with past practice and reported by the company in its fiscal year end earnings release. "Fully Diluted Shares" shall mean total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Investment Grade" shall mean an investment rating of not less than BBB- or Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor Service or Fitch). If, at the time of measurement, the Corporation's debt is not rated, then it shall be considered Investment Grade. "Pre-Tax Earnings" shall mean the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted Shares. II. PERFORMANCE TARGETS
- ---------------------------------- ------------------------- ---------------------------- ---------------------------- 80,000 Restricted Units 28,000 Threshold 64,000 Intermediate 80,000 Stretch - ---------------------------------- ------------------------- ---------------------------- ---------------------------- Growth 8% Compounded 11% Compounded 15% Compounded - ---------------------------------------------------------------------------------------------------------------------- Corporation's debt must be Investment Grade at the end of the Performance Period, and in any year in which vesting occurs. - ----------------------------------------------------------------------------------------------------------------------
III. VESTING SCHEDULE The restrictions will lapse with respect to the corresponding number of Restricted Units associated with the performance targets set forth in II above based on the following schedule. This schedule shall be adjusted for any change in the number or class of shares of Stock outstanding, by reason of a stock dividend, stock split, subdivision or combination of shares. "A" equals Base Year Pre-Tax EPX
Year 3 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- $2.04 - $2.18 8%-10.4% 28,000 15% 4,200 $2.19 - $2.45 10.5%-14.9% 64,000 15% 9,600 $2.46 + 15% 80,000 15% 12,000 Year 4 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- $2.20 - $2.41 8%-10.4% 28,000 20% 5,600 $2.42 - $2.82 10.5%-14.9% 64,000 20% 12,800 $2.83 15% 80,000 20% 16,000 Year 5 Allocation Shares earned - ----------------- $2.38 8.0% 28,000 100% 28,000 $2.39 8.1% 29,440 100% 29,440 $2.40 8.2% 30,880 100% 30,880 $2.41 8.3% 32,320 100% 32,320 $2.42 8.4% 33,760 100% 33,760 $2.44 8.5% 35,200 100% 35,200 $2.45 8.6% 36,640 100% 36,640 $2.46 8.7% 38,080 100% 38,080 $2.47 8.8% 39,520 100% 39,520 $2.48 8.9% 40,960 100% 40,960 $2.49 9.0% 42,400 100% 42,400
Year 5 Allocation Shares earned $2.50 9.1% 43,840 100% 43,840 $2.52 9.2% 45,280 100% 45,280 $2.53 9.3% 46,720 100% 46,720 $2.54 9.4% 48,160 100% 48,160 $2.55 9.5% 49,600 100% 49,600 $2.56 9.6% 51,040 100% 51,040 $2.57 9.7% 52,480 100% 52,480 $2.59 9.8% 53,920 100% 53,920 $2.60 9.9% 55,360 100% 55,360 $2.61 10.0% 56,800 100% 56,800 $2.62 10.1% 58,240 100% 58,240 $2.63 10.2% 59,680 100% 59,680 $2.64 10.3% 61,120 100% 61,120 $2.66 10.4% 62,560 100% 62,560 $2.67 10.5% 64,000 100% 64,000 $2.68 10.6% 64,356 100% 64,356 $2.69 10.7% 64,711 100% 64,711 $2.71 10.8% 65,067 100% 65,067 $2.72 10.9% 65,422 100% 65,422 $2.73 11.0% 65,778 100% 65,778 $2.74 11.1% 66,133 100% 66,133 $2.75 11.2% 66,489 100% 66,489 $2.77 11.3% 66,844 100% 66,844
Year 5 Allocation Shares earned - ----------------- $2.78 11.4% 67,200 100% 67,200 $2.79 11.5% 67,556 100% 67,556 $2.80 11.6% 67,911 100% 67,911 $2.82 11.7% 68,267 100% 68,267 $2.83 11.8% 68,622 100% 68,622 $2.84 11.9% 68,978 100% 68,978 $2.86 12.0% 69,333 100% 69,333 $2.87 12.1% 69,689 100% 69,689 $2.88 12.2% 70,044 100% 70,044 $2.89 12.3% 70,400 100% 70,400 $2.91 12.4% 70,756 100% 70,756 $2.92 12.5% 71,111 100% 71,111 $2.93 12.6% 71,467 100% 71,467 $2.95 12.7% 71,822 100% 71,822 $2.96 12.8% 72,178 100% 72,178 $2.97 12.9% 72,533 100% 72,533 $2.98 13.0% 72,889 100% 72,889 $3.00 13.1% 73,244 100% 73,244 $3.01 13.2% 73,600 100% 73,600 $3.02 13.3% 73,956 100% 73,956 $3.04 13.4% 74,311 100% 74,311 $3.05 13.5% 74,667 100% 74,667 $3.06 13.6% 75,022 100% 75,022
Year 5 Allocation Shares earned $3.08 13.7% 75,378 100% 75,378 $3.09 13.8% 75,733 100% 75,733 $3.11 13.9% 76,089 100% 76,089 $3.12 14.0% 76,444 100% 76,444 $3.13 14.1% 76,444 100% 76,444 $3.15 14.2% 76,444 100% 76,444 $3.16 14.3% 76,444 100% 76,444 $3.17 14.4% 76,444 100% 76,444 $3.19 14.5% 76,444 100% 76,444 $3.20 14.6% 76,444 100% 76,444 $3.22 14.7% 76,444 100% 76,444 $3.23 14.8% 76,444 100% 76,444 $3.24 14.9% 76,444 100% 76,444 $3.26 15.0% 80,000 100% 80,000
*(SHALL BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4) In the event of termination for a Qualified Reason, the number of shares earned shall be measured at the end of the fiscal year in which the termination for a Qualified Reason occurred, and shall be paid after the end of such fiscal year. Accordingly, no Restricted Units will vest if termination occurs during fiscal years 2006 or 2007. EX-10 5 ex10-4.txt EXHIBIT 10.4 EXHIBIT 10.4 APPENDIX A - REVISED RESTRICTED STOCK UNIT AWARD THOMAS J. O'BRIEN PERFORMANCE TARGETS AND VESTING SCHEDULE I. DEFINITIONS "Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined below) as measured at the end of each fiscal year of the Performance Period. Growth shall be measured off of the Base Year Pre-Tax EPX. "Base Year Pre-Tax EPX" shall mean Pre-Tax Operating Earnings Per Share divided by Fully Diluted Shares. Operating Earnings Per Share shall be the final Base Year earnings per share excluding certain items as approved by the Board consistent with past practice and reported by the company in its fiscal year end earnings release. "Fully Diluted Shares" shall mean total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Investment Grade" shall mean an investment rating of not less than BBB- or Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor Service or Fitch). If, at the time of measurement, the Corporation's debt is not rated, then it shall be considered Investment Grade. "Pre-Tax Earnings" shall mean the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted Shares. II. PERFORMANCE TARGETS
- ---------------------------------- ------------------------- ---------------------------- ---------------------------- 80,000 Restricted Units 28,000 Threshold 64,000 Intermediate 80,000 Stretch - ---------------------------------- ------------------------- ---------------------------- ---------------------------- Growth 8% Compounded 11% Compounded 15% Compounded - ---------------------------------------------------------------------------------------------------------------------- Corporation's debt must be Investment Grade at the end of the Performance Period, and in any year in which vesting occurs. - ----------------------------------------------------------------------------------------------------------------------
III. VESTING SCHEDULE The restrictions will lapse with respect to the corresponding number of Restricted Units associated with the performance targets set forth in II above based on the following schedule. This schedule shall be adjusted for any change in the number or class of shares of Stock outstanding, by reason of a stock dividend, stock split, subdivision or combination of shares. "A" equals Base Year Pre-Tax EPX
Year 3 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- $2.04 - $2.18 8%-10.4% 28,000 15% 4,200 $2.19 - $2.45 10.5%-14.9% 64,000 15% 9,600 $2.46 + 15% 80,000 15% 12,000 Year 4 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- $2.20 - $2.41 8%-10.4% 28,000 20% 5,600 $2.42 - $2.82 10.5%-14.9% 64,000 20% 12,800 $2.83 15% 80,000 20% 16,000 Year 5 Allocation Shares earned - ----------------- $2.38 8.0% 28,000 100% 28,000 $2.39 8.1% 29,440 100% 29,440 $2.40 8.2% 30,880 100% 30,880 $2.41 8.3% 32,320 100% 32,320 $2.42 8.4% 33,760 100% 33,760 $2.44 8.5% 35,200 100% 35,200 $2.45 8.6% 36,640 100% 36,640 $2.46 8.7% 38,080 100% 38,080 $2.47 8.8% 39,520 100% 39,520 $2.48 8.9% 40,960 100% 40,960 $2.49 9.0% 42,400 100% 42,400
Year 5 Allocation Shares earned $2.50 9.1% 43,840 100% 43,840 $2.52 9.2% 45,280 100% 45,280 $2.53 9.3% 46,720 100% 46,720 $2.54 9.4% 48,160 100% 48,160 $2.55 9.5% 49,600 100% 49,600 $2.56 9.6% 51,040 100% 51,040 $2.57 9.7% 52,480 100% 52,480 $2.59 9.8% 53,920 100% 53,920 $2.60 9.9% 55,360 100% 55,360 $2.61 10.0% 56,800 100% 56,800 $2.62 10.1% 58,240 100% 58,240 $2.63 10.2% 59,680 100% 59,680 $2.64 10.3% 61,120 100% 61,120 $2.66 10.4% 62,560 100% 62,560 $2.67 10.5% 64,000 100% 64,000 $2.68 10.6% 64,356 100% 64,356 $2.69 10.7% 64,711 100% 64,711 $2.71 10.8% 65,067 100% 65,067 $2.72 10.9% 65,422 100% 65,422 $2.73 11.0% 65,778 100% 65,778 $2.74 11.1% 66,133 100% 66,133 $2.75 11.2% 66,489 100% 66,489 $2.77 11.3% 66,844 100% 66,844
Year 5 Allocation Shares earned $2.78 11.4% 67,200 100% 67,200 $2.79 11.5% 67,556 100% 67,556 $2.80 11.6% 67,911 100% 67,911 $2.82 11.7% 68,267 100% 68,267 $2.83 11.8% 68,622 100% 68,622 $2.84 11.9% 68,978 100% 68,978 $2.86 12.0% 69,333 100% 69,333 $2.87 12.1% 69,689 100% 69,689 $2.88 12.2% 70,044 100% 70,044 $2.89 12.3% 70,400 100% 70,400 $2.91 12.4% 70,756 100% 70,756 $2.92 12.5% 71,111 100% 71,111 $2.93 12.6% 71,467 100% 71,467 $2.95 12.7% 71,822 100% 71,822 $2.96 12.8% 72,178 100% 72,178 $2.97 12.9% 72,533 100% 72,533 $2.98 13.0% 72,889 100% 72,889 $3.00 13.1% 73,244 100% 73,244 $3.01 13.2% 73,600 100% 73,600 $3.02 13.3% 73,956 100% 73,956 $3.04 13.4% 74,311 100% 74,311 $3.05 13.5% 74,667 100% 74,667 $3.06 13.6% 75,022 100% 75,022
Year 5 Allocation Shares earned $3.08 13.7% 75,378 100% 75,378 $3.09 13.8% 75,733 100% 75,733 $3.11 13.9% 76,089 100% 76,089 $3.12 14.0% 76,444 100% 76,444 $3.13 14.1% 76,444 100% 76,444 $3.15 14.2% 76,444 100% 76,444 $3.16 14.3% 76,444 100% 76,444 $3.17 14.4% 76,444 100% 76,444 $3.19 14.5% 76,444 100% 76,444 $3.20 14.6% 76,444 100% 76,444 $3.22 14.7% 76,444 100% 76,444 $3.23 14.8% 76,444 100% 76,444 $3.24 14.9% 76,444 100% 76,444 $3.26 15.0% 80,000 100% 80,000
*(SHALL BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4) In the event of termination for a Qualified Reason, the number of shares earned shall be measured at the end of the fiscal year in which the termination for a Qualified Reason occurred, and shall be paid after the end of such fiscal year. Accordingly, no Restricted Units will vest if termination occurs during fiscal years 2006 or 2007. EX-10 6 ex10-5.txt EXHIBIT 10.5 EXHIBIT 10.5 APPENDIX A - REVISED RESTRICTED STOCK UNIT AWARD LEO BLECHER PERFORMANCE TARGETS AND VESTING SCHEDULE I. DEFINITIONS "Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined below) as measured at the end of each fiscal year of the Performance Period. Growth shall be measured off of the Base Year Pre-Tax EPX. "Base Year Pre-Tax EPX" shall mean Pre-Tax Operating Earnings Per Share divided by Fully Diluted Shares. Operating Earnings Per Share shall be the final Base Year earnings per share excluding certain items as approved by the Board consistent with past practice and reported by the company in its fiscal year end earnings release. "Fully Diluted Shares" shall mean total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Investment Grade" shall mean an investment rating of not less than BBB- or Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor Service or Fitch). If, at the time of measurement, the Corporation's debt is not rated, then it shall be considered Investment Grade. "Pre-Tax Earnings" shall mean the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted Shares. II. PERFORMANCE TARGETS
- ---------------------------------- ------------------------- ---------------------------- ---------------------------- 80,000 Restricted Units 28,000 Threshold 64,000 Intermediate 80,000 Stretch - ---------------------------------- ------------------------- ---------------------------- ---------------------------- Growth 8% Compounded 11% Compounded 15% Compounded - ---------------------------------------------------------------------------------------------------------------------- Corporation's debt must be Investment Grade at the end of the Performance Period, and in any year in which vesting occurs. - ----------------------------------------------------------------------------------------------------------------------
III. VESTING SCHEDULE The restrictions will lapse with respect to the corresponding number of Restricted Units associated with the performance targets set forth in II above based on the following schedule. This schedule shall be adjusted for any change in the number or class of shares of Stock outstanding, by reason of a stock dividend, stock split, subdivision or combination of shares. "A" equals Base Year Pre-Tax EPX
Year 3 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- $2.04 - $2.18 8%-10.4% 28,000 15% 4,200 $2.19 - $2.45 10.5%-14.9% 64,000 15% 9,600 $2.46 + 15% 80,000 15% 12,000 Year 4 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- $2.20 - $2.41 8%-10.4% 28,000 20% 5,600 $2.42 - $2.82 10.5%-14.9% 64,000 20% 12,800 $2.83 15% 80,000 20% 16,000 Year 5 Allocation Shares earned - ----------------- $2.38 8.0% 28,000 100% 28,000 $2.39 8.1% 29,440 100% 29,440 $2.40 8.2% 30,880 100% 30,880 $2.41 8.3% 32,320 100% 32,320 $2.42 8.4% 33,760 100% 33,760 $2.44 8.5% 35,200 100% 35,200 $2.45 8.6% 36,640 100% 36,640 $2.46 8.7% 38,080 100% 38,080 $2.47 8.8% 39,520 100% 39,520 $2.48 8.9% 40,960 100% 40,960 $2.49 9.0% 42,400 100% 42,400
Year 5 Allocation Shares earned $2.50 9.1% 43,840 100% 43,840 $2.52 9.2% 45,280 100% 45,280 $2.53 9.3% 46,720 100% 46,720 $2.54 9.4% 48,160 100% 48,160 $2.55 9.5% 49,600 100% 49,600 $2.56 9.6% 51,040 100% 51,040 $2.57 9.7% 52,480 100% 52,480 $2.59 9.8% 53,920 100% 53,920 $2.60 9.9% 55,360 100% 55,360 $2.61 10.0% 56,800 100% 56,800 $2.62 10.1% 58,240 100% 58,240 $2.63 10.2% 59,680 100% 59,680 $2.64 10.3% 61,120 100% 61,120 $2.66 10.4% 62,560 100% 62,560 $2.67 10.5% 64,000 100% 64,000 $2.68 10.6% 64,356 100% 64,356 $2.69 10.7% 64,711 100% 64,711 $2.71 10.8% 65,067 100% 65,067 $2.72 10.9% 65,422 100% 65,422 $2.73 11.0% 65,778 100% 65,778 $2.74 11.1% 66,133 100% 66,133
Year 5 Allocation Shares earned $2.75 11.2% 66,489 100% 66,489 $2.77 11.3% 66,844 100% 66,844 $2.78 11.4% 67,200 100% 67,200 $2.79 11.5% 67,556 100% 67,556 $2.80 11.6% 67,911 100% 67,911 $2.82 11.7% 68,267 100% 68,267 $2.83 11.8% 68,622 100% 68,622 $2.84 11.9% 68,978 100% 68,978 $2.86 12.0% 69,333 100% 69,333 $2.87 12.1% 69,689 100% 69,689 $2.88 12.2% 70,044 100% 70,044 $2.89 12.3% 70,400 100% 70,400 $2.91 12.4% 70,756 100% 70,756 $2.92 12.5% 71,111 100% 71,111 $2.93 12.6% 71,467 100% 71,467 $2.95 12.7% 71,822 100% 71,822 $2.96 12.8% 72,178 100% 72,178 $2.97 12.9% 72,533 100% 72,533 $2.98 13.0% 72,889 100% 72,889 $3.00 13.1% 73,244 100% 73,244 $3.01 13.2% 73,600 100% 73,600 $3.02 13.3% 73,956 100% 73,956
Year 5 Allocation Shares earned $3.04 13.4% 74,311 100% 74,311 $3.05 13.5% 74,667 100% 74,667 $3.06 13.6% 75,022 100% 75,022 $3.08 13.7% 75,378 100% 75,378 $3.09 13.8% 75,733 100% 75,733 $3.11 13.9% 76,089 100% 76,089 $3.12 14.0% 76,444 100% 76,444 $3.13 14.1% 76,444 100% 76,444 $3.15 14.2% 76,444 100% 76,444 $3.16 14.3% 76,444 100% 76,444 $3.17 14.4% 76,444 100% 76,444 $3.19 14.5% 76,444 100% 76,444 $3.20 14.6% 76,444 100% 76,444 $3.22 14.7% 76,444 100% 76,444 $3.23 14.8% 76,444 100% 76,444 $3.24 14.9% 76,444 100% 76,444 $3.26 15.0% 80,000 100% 80,000
*(SHALL BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4) In the event of termination for a Qualified Reason, the number of shares earned shall be measured at the end of the fiscal year in which the termination for a Qualified Reason occurred, and shall be paid after the end of such fiscal year. Accordingly, no Restricted Units will vest if termination occurs during fiscal years 2006 or 2007. -----END PRIVACY-ENHANCED MESSAGE-----