TO
THE PLAN.
(RR)
"SECTION 16(B)" MEANS SECTION 16(B) OF THE EXCHANGE ACT.
(SS)
"SERVICE PROVIDER" MEANS AN EMPLOYEE, DIRECTOR, OR CONSULTANT.
(TT)
"SHARE" MEANS A SHARE OF THE COMMON STOCK, AS ADJUSTED IN
ACCORDANCE WITH SECTION 14 OF THE PLAN.
(UU)
"STOCK APPRECIATION RIGHT" MEANS AN AWARD, GRANTED ALONE OR IN
CONNECTION WITH AN OPTION, THAT PURSUANT TO SECTION 7 IS DESIGNATED AS A STOCK
APPRECIATION RIGHT.
(VV)
"SUBSIDIARY" MEANS A "SUBSIDIARY CORPORATION," WHETHER NOW OR
HEREAFTER EXISTING, AS DEFINED IN SECTION 424(F) OF THE CODE.
"TOTAL SHAREHOLDER RETURN" MEANS AS TO ANY PERFORMANCE PERIOD, THE TOTAL RETURN
(CHANGE IN SHARE PRICE PLUS REINVESTMENT OF ANY DIVIDENDS) OF A SHARE.
5
3.
STOCK SUBJECT TO THE PLAN.
(A)
SUBJECT TO THE PROVISIONS OF SECTION 14 OF THE PLAN, THE MAXIMUM
AGGREGATE NUMBER OF SHARES THAT MAY BE AWARDED AND SOLD UNDER THE PLAN IS
4,000,000 SHARES.
THE SHARES MAY BE AUTHORIZED, BUT UNISSUED, OR REACQUIRED
COMMON STOCK.
(B)
FULL VALUE AWARDS.
ANY SHARES SUBJECT TO AWARDS GRANTED WITH AN
EXERCISE PRICE LESS THAN THE FAIR MARKET VALUE ON THE DATE OF GRANT OF SUCH
AWARDS WILL BE COUNTED AGAINST THE NUMERICAL LIMITS OF THIS SECTION 3 AS TWO
(2) SHARES FOR EVERY ONE (1) SHARE SUBJECT THERETO.
FURTHER, IF SHARES ACQUIRED
PURSUANT TO ANY SUCH AWARD ARE FORFEITED OR REPURCHASED BY THE COMPANY AND WOULD
OTHERWISE RETURN TO THE PLAN PURSUANT TO SECTION 3(C), TWO (2) TIMES THE NUMBER
OF SHARES SO FORFEITED OR REPURCHASED WILL RETURN TO THE PLAN AND WILL AGAIN
BECOME AVAILABLE FOR ISSUANCE.
(C)
LAPSED AWARDS.
IF AN AWARD EXPIRES OR BECOMES UNEXERCISABLE
WITHOUT HAVING BEEN EXERCISED IN FULL, OR, WITH RESPECT TO RESTRICTED STOCK,
RESTRICTED STOCK UNITS, PERFORMANCE SHARES OR PERFORMANCE UNITS, IS FORFEITED TO
OR REPURCHASED BY THE COMPANY, THE UNPURCHASED SHARES (OR FOR AWARDS OTHER THAN
OPTIONS AND STOCK APPRECIATION RIGHTS, THE FORFEITED OR REPURCHASED SHARES)
WHICH WERE SUBJECT THERETO WILL BECOME AVAILABLE FOR FUTURE GRANT OR SALE UNDER
THE PLAN (UNLESS THE PLAN HAS TERMINATED).
UPON EXERCISE OF A STOCK
APPRECIATION RIGHT SETTLED IN SHARES, THE GROSS NUMBER OF SHARES COVERED BY THE
PORTION OF THE AWARD SO EXERCISED WILL CEASE TO BE AVAILABLE UNDER THE PLAN.
SHARES THAT HAVE ACTUALLY BEEN ISSUED UNDER THE PLAN UNDER ANY AWARD WILL NOT BE
RETURNED TO THE PLAN AND WILL NOT BECOME AVAILABLE FOR FUTURE DISTRIBUTION UNDER
THE PLAN; PROVIDED, HOWEVER, THAT IF UNVESTED SHARES OF RESTRICTED STOCK,
RESTRICTED STOCK UNITS, PERFORMANCE SHARES OR PERFORMANCE UNITS ARE REPURCHASED
BY THE COMPANY OR ARE FORFEITED TO THE COMPANY, SUCH SHARES WILL BECOME
AVAILABLE FOR FUTURE GRANT UNDER THE PLAN.
SHARES USED TO PAY THE TAX AND/OR
EXERCISE PRICE OF AN AWARD WILL NOT BECOME AVAILABLE FOR FUTURE GRANT OR SALE
UNDER THE PLAN.
TO THE EXTENT AN AWARD UNDER THE PLAN IS PAID OUT IN CASH
RATHER THAN SHARES, SUCH CASH PAYMENT WILL NOT RESULT IN REDUCING THE NUMBER OF
SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN.
NOTWITHSTANDING THE FOREGOING
PROVISIONS OF THIS