EXHIBIT 10.2
REVISED -APPENDIX A
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
- ---------------------------------- ------------------------- ---------------------------- ----------------------------
202,500 Restricted Units 70,875 Threshold 162,000 Intermediate 202,500 Stretch
- ---------------------------------- ------------------------- ---------------------------- ----------------------------
Growth 8% Compounded 11% Compounded 15% Compounded
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Corporation's debt must be Investment Grade at the end of the Performance Period, and in any year in which vesting
occurs.
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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.
Year 3 allocation EPS Growth Share Alloc x vesting Shares earned
- ----------------- ----------
$1.36 - $1.45 8%-10.4% 70,875 15% 10,631
$1.46 - $1.63 10.5%-14.9% 162,000 15% 24,300
$1.64 + 15% 202,500 15% 30,375
Year 4 allocation EPS Growth Share Alloc x vesting Shares earned
- ----------------- ----------
$1.47 - $1.60 8%-10.4% 70,875 20% 14,175
$1.61 - $1.88 10.5%-14.9% 162,000 20% 32,400
$1.89 15% 202,500 20% 40,500
Year 5 Allocation Shares earned
- -----------------
$1.59 8.0-8.1% 70,875 100% 70,875
$1.60 8.2% 75,671 100% 75,671
$1.61 8.3% 80,467 100% 80,467
$1.62 8.5-8.5% 85,263 100% 85,263
$1.63 8.6% 90,059 100% 90,059
$1.64 8.7% 94,855 100% 94,855
$1.65 8.8-8.9% 99,651 100% 99,651
$1.66 9.0% 104,447 100% 104,447
$1.67 9.1% 109,243 100% 109,243
$1.68 9.2-9.3% 114,039 100% 114,039
$1.69 9.4% 118,836 100% 118,836
Year 5 Allocation Shares earned
$1.70 9.5% 123,632 100% 123,632
$1.71 9.6% 128,428 100% 128,428
$1.72 9.7-9.8% 133,224 100% 133,224
$1.73 9.9% 138,020 100% 138,020
$1.74 10.0% 142,816 100% 142,816
$1.75 10.1% 147,612 100% 147,612
$1.76 10.2% 152,408 100% 152,408
$1.77 10.3-10.4% 157,204 100% 157,204
$1.78 10.5% 162,000 100% 162,000
$1.79 10.6% 163,038 100% 163,038
$1.80 10.7-10.8% 164,077 100% 164,077
$1.81 10.9% 165,115 100% 165,115
$1.82 11.0% 166,154 100% 166,154
$1.83 11.1% 167,192 100% 167,192
$1.84 11.2-11.3% 168,231 100% 168,231
$1.85 11.4% 169,269 100% 169,269
$1.86 11.5% 170,308 100% 170,308
$1.87 11.6% 171,346 100% 171,346
$1.88 11.7% 172,385 100% 172,385
$1.89 11.8-11.9% 173,423 100% 173,423
$1.90 12.0% 174,462 100% 174,462
$1.91 12.1% 175,500 100% 175,500
Year 5 Allocation Shares earned
$1.92 12.2% 176,538 100% 176,538
$1.93 12.3% 177,577 100% 177,577
$1.94 12.4% 178,615 100% 178,615
$1.95 12.5-12.6% 179,654 100% 179,654
$1.96 12.7% 180,692 100% 180,692
$1.97 12.8% 181,731 100% 181,731
$1.98 12.9% 182,769 100% 182,769
$1.99 13.0% 183,808 100% 183,808
$2.00 13.1% 184,846 100% 184,846
$2.01 13.2% 185,885 100% 185,885
$2.02 13.3% 186,923 100% 186,923
$2.03 13.4-13.5% 187,962 100% 187,962
$2.04 13.6% 189,000 100% 189,000
$2.05 13.7% 190,038 100% 190,038
$2.06 13.8% 191,077 100% 191,077
$2.07 13.9% 192,115 100% 192,115
$2.08 14.0% 193,154 100% 193,154
$2.09 14.1% 193,154 100% 193,154
$2.10 14.2% 193,154 100% 193,154
$2.11 14.3% 193,154 100% 193,154
$2.12 14.4% 193,154 100% 193,154
$2.13 14.5-14.6% 193,154 100% 193,154
Year 5 Allocation Shares earned
$2.14 14.7% 193,154 100% 193,154
$2.15 14.8% 193,154 100% 193,154
$2.16 14.9% 193,154 100% 193,154
$2.17 15.0% 202,500 100% 202,500
*(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.