Grants of restricted stock are not inherently
performance-based. This is due to the
fact that the executive may receive compensation even if the stock price
decreases or stays the same. A grant of restricted stock is treated like cash
and does not satisfy the definition of performance-based compensation, unless
the grant of the restricted stock is solely based upon the attainment of a
performance goal or standard (set by the compensation committee and/or
shareholders). While not overly common, restricted stock is one way in which many executives are "quietly" compensated by effectively tendering stock into cash.