undefinedPerformance Vesting : Attached Schedule I specifies the two Performance
Goals to be attained for the specified Performance Period. Within seventy-five
(75) days after the completion of that Performance Period, the Administrator
shall determine and certify the actual level of attainment for each Performance
Goal. On the basis of that certified level of attainment, the number of
Performance Shares will be multiplied by the applicable percentage (which may
range from 0% to 200%) determined in accordance with the percentile matrix set
forth in Schedule I. The number of shares resulting from such calculation shall
constitute the maximum number of shares of Common Stock in which
Participant may vest under this Award and shall be designated the
“Performance-Qualified Shares.” In no event may the number of such
Performance-Qualified Shares exceed 200% of the number of Performance
Shares specified in the Number of Performance Shares section above.
To the extent any Performance Goal is attained at a level below the twentieth
percentile, a portion of the Performance Shares, as determined in accordance
with the percentile matrix set forth in Schedule I, may be forfeited, and any such
forfeited Performance Shares shall be immediately cancelled. Participant shall
thereupon cease to have any further right, title or interest in the shares of
Common Stock underlying those cancelled Performance Shares.
Continuous Service Vesting. The number of Performance-Qualified Shares in
which Participant actually vests shall be determined on the basis of his or her
satisfaction of the Continuous-Service vesting requirements set forth in
Paragraph 3.
Change in Control Vesting. The shares of Common Stock underlying the
Performance Shares subject to this Award may also vest on an accelerated
basis in accordance with Paragraph 5 should a Change in Control occur prior to
the completion of the Performance Period.
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2. Limited Transferability . Prior to the actual issuance of the shares of Common Stock w