This excerpt taken from the DIS 8-K filed Oct 6, 2005.
Share) (i.e., one Stock Unit is equivalent in value to one Share). The Stock Units constitute Restricted Units as defined in Section 2.2 of the Performance Plan.
(b) Vesting. Subject to the continued employment requirement specified below, the Stock Units shall become vested, if at all, based upon, and solely to the extent that, as of the applicable Measurement Date and the end of the Performance Period (as each such term is defined below) ending on such Measurement Date, each of the following performance criteria are achieved:
For the avoidance of doubt, if and to the extent that one type of performance condition applicable to any of the Stock Units (i.e., either a TSR condition or a 162(m) Performance Condition, as the case may be) is not satisfied as of the applicable Measurement Date, such Stock Units shall not vest as of such date regardless of whether the other type of performance condition is achieved. However, any Stock Units that could, but do not, vest as of the last day of the fiscal year ending on or about September 30, 2008 or September 30, 2009 because either or both the TSR condition or the 162(m) Performance Condition are not met as of such date shall become vested as of the last day of the fiscal year ending on or about September 30, 2009 or September 30, 2010, as the case may be, if and to the extent that the applicable performance criteria are met as of such date. For example, subject to satisfaction of the continued employment requirement set forth below, if the TSR condition and/or 162(m) Performance Condition is not satisfied as of on the last day of the fiscal year ending on or about September 30, 2008, no Stock Units will vest as of the last day of such fiscal year, but if the TSR condition is satisfied and the 162(m) Performance Condition is achieved as of the last day of the fiscal year ending on or about September 30, 2009, Executive shall become vested in 80% of the Stock Units as of the last day of such fiscal year.
The Committee shall establish, in accordance with the requirements of Section 162(m), one or more performance conditions from among the performance objectives permitted under the Performance Plan (the