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This excerpt taken from the GWW 10-K filed Feb 27, 2009. Vesting; ROIC
Target. The vesting of the Performance Shares will
depend upon the Company’s average return on invested capital (“ROIC”)
during the period of three fiscal years beginning with the [current]
fiscal year, i.e., the Company’s [current], [next], [2 years out] fiscal
years (the “Measuring Period”). For this purpose, ROIC means
the Company’s operating earnings divided by its net working
assets. Vesting will be determined in accordance with the
following table:
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If
the Company’s average ROIC
during
the Measuring Period is:
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Then
the following percentage of
Performance
Shares will vest:
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Less than ___
percent (__%)
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Zero
(0)
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____ percent
(__%) or more
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One hundred
percent (100%)
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Amounts
between the foregoing numbers will not be
interpolated. In other words, the Performance Shares will
either vest at one hundred percent (100%) or they will not vest at
all. If the Performance Shares vest, then in settlement of the
Performance Shares, the Executive will receive a number of shares of
Common Stock equal to the number of Performance Shares determined under
Section 2 above, subject, however, to the withholding provisions
below. If the Performance Shares do not vest, then they will be
forfeited in full and the Executive shall have no further rights with
respect to the award hereunder.
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