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(8)
Consists of restricted stock units issued pursuant to the 2008 Incentive Plan. These awards vest one half
each year over two years following the grant date.
(9)
Consists of restricted stock units awarded pursuant to the 2008 Incentive Plan. This award vests 100% on
March 15, 2012.
2008 Incentive Plan
Pursuant to the 2008 Incentive Plan, the Compensation Committee awards a combination of restricted stock
units and stock appreciation rights. Stock appreciation rights are made at a specified strike price set forth in the
applicable award agreement, which is generally the mean of the highest and lowest sales price of our Common
Stock on the date of grant of the award or on the last preceding trading date if no sales are made on the date of
grant. Restricted stock units and stock appreciation rights are awarded subject to such terms and conditions as
established by the Compensation Committee, including vesting periods. Pursuant to awards granted to our
Named Executive Officers under the 2008 Incentive Plan, unvested restricted stock units and stock appreciation
rights will become fully exercisable or vested upon a change in control or death, and will terminate upon any
other termination of employment, except Retirement as provided under the Executive Retirement Agreements.
See "Post Termination Compensation" for a definition of change in control and a discussion of the extended
vesting terms under the Executive Retirement Agreements.
The Compensation Committee is responsible for the administration of the 2008 Incentive Plan. The 2008
Incentive Plan provides that the Compensation Committee may make certain adjustments to the exercise price
and number of shares subject to awards in the event of a dividend or other distribution, recapitalization, stock
split, reorganization, merger or certain other corporate transactions. Subject to certain limitations, the
Compensation Committee is authorized to amend the 2008 Incentive Plan as it deems necessary, but no
amendment may adversely affect the rights of a participant with respect to an outstanding award without the
participant's consent.
2004 Incentive Plan
Prior to adoption of the 2008 Incentive Plan, the Compensation Committee awarded restricted stock units
and stock appreciation rights pursuant to the 2004 Incentive Plan. Stock appreciation rights were made at a
specified strike price set forth in the applicable award agreement, which was generally the mean of the highest
and lowest sales price of our Common Stock on the date of grant of the award or on the last preceding trading
date if no sales were made on the date of grant. Restricted stock units and stock appreciation rights were awarded
subject to such terms and conditions as established by the Compensation Committee, including vesting periods.
Pursuant to awards granted to our Named Executive Officers under the 2004 Incentive Plan, unvested restricted
stock units and stock appreciation rights will become fully exercisable or vested upon a change in control or
death, and will terminate upon any other termination of employment, except Retirement as provided under the
Executive Retirement Agreements. See "Post Termination Compensation" for a definition of change in control
and a discussion of the extended vesting terms under the Executive Retirement Agreements.
The 2004 Incentive Plan was terminated on May 21, 2008. However, the termination of the 2004 Incentive
Plan did not impair outstanding awards which continued in accordance with their original terms.
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