18-323 18-323 . . . Stock Option and Award Plan under which Committee can grant (a) Incentive Stock Options and Non-qualified Stock Options to persons other that outside directors, (b) Non-qualified Stock Options to outside directors (15,000 shares on his or her date of election or appointment and 15,000 shares every three years upon his or her re-election), (c) Restricted Stock, and (d) Performance Shares which have value equal to fair market value of share of stock on date Performance Share is earned. Committee sets performance goals which, depending on extent to which they are met, will determine number of Performance Shares that will be earned by Participants. Committee uses one or more of following performance measures for purposes of grants of Performance Shares: total stockholder return, return on assets, return on equity, earnings per share, and ratio of operating overhead to operating revenues
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