EXHIBIT 10.10
REVISED - APPENDIX A
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 Adjusted Pre-Tax EPS.
"Base Year" shall mean the Corporation's fiscal year ended May 26,
2002.
"Base Year Adjusted Pre-Tax EPS" shall mean $.58.
"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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630,000 Restricted Units 225,000 Threshold 495,000 Intermediate 630,000 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
- ----------------- ----------
EPS $0.73 - $0.77 8%-10.4% 225,000 15% 33,750
EPS $0.78 - $0.87 10.5%-14.9% 495,000 15% 74,250
EPS $0.88 + 15% 630,000 15% 94,500
Year 4 allocation EPS Growth Share Alloc x vesting Shares earned
- ----------------- ----------
EPS $0.79 - $0.86 8%-10.4% 225,000 20% 45,000
EPS $0.87 - $1.00 10.5%-14.9% 495,000 20% 99,000
EPS $1.01 + 15% 630,000 20% 126,000
Year 5 Allocation Shares earned
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$0.85 8.0% 225,000 100% 225,000
$0.86 8.1-8.3% 249,500 100% 249,500
$0.87 8.4-8.5% 274,100 100% 274,100
$0.88 8.6-8.8% 298,600 100% 298,600
$0.89 8.9-9.0% 323,200 100% 323,200
$0.90 9.1-9.3% 347,700 100% 347,700
$0.91 9.4-9.5% 372,200 100% 372,200
$0.92 9.6-9.7% 396,800 100% 396,800
$0.93 9.8-10.0% 421,300 100% 421,300
$0.94 10.1-10.2% 445,900 100% 445,900
Year 5 Allocation Shares earned
$0.95 10.3-10.4% 470,400 100% 470,400
$0.96 10.5-10.7% 495,000 100% 495,000
$0.97 10.8-10.9% 501,400 100% 501,400
$0.98 11.0-11.1% 507,800 100% 507,800
$0.99 11.2-11.3% 514,300 100% 514,300
$1.00 11.4-11.6% 520,700 100% 520,700
$1.01 11.7-11.8% 527,100 100% 527,100
$1.02 11.9-12.0% 533,500 100% 533,500
$1.03 12.1-12.2% 540,000 100% 540,000
$1.04 12.3-12.4% 546,400 100% 546,400
$1.05 12.5-12.7% 552,800 100% 552,800
$1.06 12.8-12.9% 559,300 100% 559,300
$1.07 13.0-13.1% 565,700 100% 565,700
$1.08 13.2-13.3% 572,100 100% 572,100
$1.09 13.4-13.5% 578,500 100% 578,500
$1.10 13.6-13.7% 585,000 100% 585,000
$1.11 13.8-13.9% 591,400 100% 591,400
$1.12 14.0-14.1% 597,800 100% 597,800
$1.13 14.2-14.3% 597,800 100% 597,800
$1.14 14.4-14.5% 597,800 100% 597,800
$1.15 14.6-14.7% 597,800 100% 597,800
Year 5 Allocation Shares earned
$1.16 14.8-14.9% 597,800 100% 597,800
$1.17 15.0% 630,000 100% 630,000
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 2003 or 2004.