be subject to forfeiture provisions and such other terms and conditions as the Compensation Committee may determine, subject to the provisions of the Plan.
Performance Shares and Performance Units
Shares of common stock may be granted by the Compensation Committee to an eligible participant and made subject to the achievement of
pre-established
performance goals for a specified period following the grant which, depending on the extent to which such performance criteria are met in such performance period, will determine, in the manner set
forth in the Award Agreement, the value and/or number of each Performance Share or Performance Unit that will be paid to the Participant. The
pre-established
performance goals will be based on any or a
combination of the following business criteria applied to the Company as a whole, a Company division or a subsidiary: (i) the attainment of certain target levels of, or a specified percentage increase in, revenues, income before income taxes
and extraordinary items, net income, earnings before income tax, earnings before interest, taxes, depreciation and amortization, or a combination of any or all of the foregoing; (ii) the attainment of certain target levels of, or a percentage
increase in,
after-tax
or
pre-tax
profits including, without limitation, that attributable to continuing and/or other operations; (iii) the attainment of certain
target levels of, or a specified increase in, operational cash flow; (iv) the achievement of a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, the
Companys bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of such cash balances and/or other offsets and adjustments as may be established by
the Committee; (v) the attainment of a specified percentage increase in earnings per share or earnings per share from continuing operations; (vi) the attainment of certain target levels of, or a specified increase in return on capital
employed or return on invested capital; (vii) the attainment of certain target levels of, or a percentage increase in,
after-tax
or
pre-tax
return on
stockholders equity; (viii) the attainment of certain target levels of, or a specified increase in, economic value added targets based on a cash flow return on investment formula; (ix) the attainment of certain target levels in the
fair market value of the shares of the Companys common stock; (x) the growth in the value of an investment in the Companys common stock assuming the reinvestment of dividends; and (xi) reducing costs of the Company, as
evidenced by meeting or reducing budgeted expenses established by the Company. For purposes of item (i) above, extraordinary items shall mean all items of gain, loss or expense for the fiscal year determined to be extraordinary or unusual in
nature or infrequent in occurrence or related to a corporate transaction (including, without limitation, a disposition or acquisition) or related to a change in accounting principle.
Stock Awards
Each stock award under the
Plan will contain provisions regarding (1) the number of shares subject to such stock award or a formula for determining such number, (2) the purchase price of the shares, if any, and the means of payment for the shares, (3) the
performance criteria, if any, and level of achievement versus these criteria that will determine the number of shares granted, issued, retainable and vested, as applicable, (4) such terms and conditions on the grant, issuance, vesting and
forfeiture of the shares, as applicable, as may be determined from time to time by the Committee, (5) restrictions on the transferability of the stock award, and (6) such further terms and conditions, in each case not inconsistent with the
Plan, as may be determined from time to time by the Committee. Such awards may be granted or sold in respect of past services and other valid consideration, or in lieu of, or in addition to, any cash compensation due to such participant.
New Plan Benefits
On August 22,
2017 Neal M. Dikeman, a
non-employee
director, was issued 200,000 Restricted Stock Units subject to vesting upon achievement of certain contingencies. Based on the closing price of the Companys common
stock on December 31, 2017 of $1.50, the value of the RSU grant to Mr. Dikeman will be $300,000 assuming all 200,000 RSUs will vest and convert to 200,000 shares of common stock. In the event the amendment of the Plan to extend
eligibility to
non-employee
directors is not approved at the Annual Meeting, the
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