This excerpt taken from the ERTS 8-K filed Mar 24, 2009.
Date of Grant: 16-May 2008
Vesting Schedule: Subject to the terms and conditions of the Plan, Appendix A and this paragraph, the Award Units shall vest upon the certification by the Committee (as described below) of the attainment of the performance goals (the Goals) set forth in Appendix C, provided Participant is, and has remained continuously since the Award Date through the Vesting Date (as defined below), employed by the Company or a Subsidiary (or such later date as may result from suspended vesting as provided below). Participant shall not be considered to have terminated employment for purposes of the vesting requirements during a leave of absence that is protected under local law (which may include, but is not limited to, a maternity, paternity, disability, medical, or military leave), provided that such period shall not exceed the maximum leave of absence period protected by local law. As soon as reasonably practicable following the Companys public release of quarter-end or year-end financial statements indicating that a Goal may have been achieved, the Committee shall determine and certify the attainment, if any, of each Goal based on the performance criteria that comprise the Goals and as further provided in the minutes of the Committee meeting in which the Goals were approved. Upon certification by the Committee of attainment of a Goal, the number of Award Units applicable to such Goal (as set forth in Appendix C) shall vest (the Vesting Date) ; provided, however, that the Committee retains negative discretion to reduce any and all Award Units that would otherwise vest as a result of performance measured against the Award Goals. The Committee may not increase the number of Award Units that may vest as a result of the performance measured against the Award Goals.
PLEASE READ ALL OF APPENDIX A, APPENDIX B (IF ANY), APPENDIX C, APPENDIX D AND APPENDIX E WHICH CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THE AWARD.
By accepting this Award and signing below, Participant hereby acknowledges and agrees that the terms and conditions set forth in this grant agreement, including appendices, supersedes the terms and conditions of the original grant agreement you received in connection with this Award. Further, Participant hereby acknowledges that a copy of the Plan and a copy of the Prospectus, as amended, are available upon request from the Companys Stock Administration department and can also be accessed electronically. Participant represents that Participant has read and understands the terms and conditions thereof, and accepts the Award subject to all the terms and conditions of the Plan, the Award, including appendices thereto. Participant acknowledges that there may be adverse tax consequences due to the Award and that Participant should consult a tax advisor to determine his or her actual tax consequences. Participant must accept this Award by executing and delivering a paper or electronic version to the Company within thirty (30) days. Otherwise the Company may, at its discretion, rescind the Award in its entirety.