EXHIBIT 10.4
REVISED - APPENDIX A
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
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120,000 Restricted Units 42,000 Threshold 96,000 Intermediate 120,000 Stretch
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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% 42,000 15% 6,300
$1.46 - $1.63 10.5%-14.9% 96,000 15% 14,400
$1.64 + 15% 120,000 15% 18,000
Year 4 allocation EPS Growth Share Alloc x vesting Shares earned
- ----------------- ----------
$1.47 - $1.60 8%-10.4% 42,000 20% 8,400
$1.61 - $1.88 10.5%-14.9% 96,000 20% 19,200
$1.89 15% 120,000 20% 24,000
Year 5 Allocation Shares earned
- -----------------
$1.59 8.0-8.1% 42,000 100% 42,000
$1.60 8.2% 44,842 100% 44,842
$1.61 8.3% 47,684 100% 47,684
$1.62 8.5-8.5% 50,526 100% 50,526
$1.63 8.6% 53,368 100% 53,368
$1.64 8.7% 56,211 100% 56,211
$1.65 8.8-8.9% 59,053 100% 59,053
$1.66 9.0% 61,895 100% 61,895
$1.67 9.1% 64,737 100% 64,737
$1.68 9.2-9.3% 67,579 100% 67,579
$1.69 9.4% 70,421 100% 70,421
Year 5 Allocation Shares earned
$1.70 9.5% 73,263 100% 73,263
$1.71 9.6% 76,105 100% 76,105
$1.72 9.7-9.8% 78,947 100% 78,947
$1.73 9.9% 81,789 100% 81,789
$1.74 10.0% 84,632 100% 84,632
$1.75 10.1% 87,474 100% 87,474
$1.76 10.2% 90,316 100% 90,316
$1.77 10.3-10.4% 93,158 100% 93,158
$1.78 10.5% 96,000 100% 96,000
$1.79 10.6% 96,615 100% 96,615
$1.80 10.7-10.8% 97,231 100% 97,231
$1.81 10.9% 97,846 100% 97,846
$1.82 11.0% 98,462 100% 98,462
$1.83 11.1% 99,077 100% 99,077
$1.84 11.2-11.3% 99,692 100% 99,692
$1.85 11.4% 100,308 100% 100,308
$1.86 11.5% 100,923 100% 100,923
$1.87 11.6% 101,538 100% 101,538
$1.88 11.7% 102,154 100% 102,154
$1.89 11.8-11.9% 102,769 100% 102,769
$1.90 12.0% 103,385 100% 103,385
$1.91 12.1% 104,000 100% 104,000
Year 5 Allocation Shares earned
$1.92 12.2% 104,615 100% 104,615
$1.93 12.3% 105,231 100% 105,231
$1.94 12.4% 105,846 100% 105,846
$1.95 12.5-12.6% 106,462 100% 106,462
$1.96 12.7% 107,077 100% 107,077
$1.97 12.8% 107,692 100% 107,692
$1.98 12.9% 108,308 100% 108,308
$1.99 13.0% 108,923 100% 108,923
$2.00 13.1% 109,538 100% 109,538
$2.01 13.2% 110,154 100% 110,154
$2.02 13.3% 110,769 100% 110,769
$2.03 13.4-13.5% 111,385 100% 111,385
$2.04 13.6% 112,000 100% 112,000
$2.05 13.7% 112,615 100% 112,615
$2.06 13.8% 113,231 100% 113,231
$2.07 13.9% 113,846 100% 113,846
$2.08 14.0% 114,462 100% 114,462
$2.09 14.1% 114,462 100% 114,462
$2.10 14.2% 114,462 100% 114,462
$2.11 14.3% 114,462 100% 114,462
$2.12 14.4% 114,462 100% 114,462
$2.13 14.5-14.6% 114,462 100% 114,462
Year 5 Allocation Shares earned
$2.14 14.7% 114,462 100% 114,462
$2.15 14.8% 114,462 100% 114,462
$2.16 14.9% 114,462 100% 114,462
$2.17 15.0% 120,000 100% 120,000
*(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.