Why do restricted stock awards often include performance requirements in addition to service requirements? Why are stock options usually awarded without performance requirements? What factors should a Compensation Committee consider when determining the required levels of operating cash flows necessary for an executive in a company's restricted shares to vest?

Insert Design Layout References Mailings Review View Sh X E Times New R... 12 A - A- Aa E E E B I U abe X2 X2 A A Styles ND 6. Why do restricted stock awards often include performance requirements, such as the operating cash flow requirement for Mr. Boneparth, in addition to service requirements? Why are stock options usually awarded without performance requirements? What factors should the Compensation Committee consider when determining the required levels of operating cash flows necessary for Mr. Boneparth's restricted shares to vest? W/Performance Benefits