NOT BE PAID IN WHOLE OR IN PART PRIOR
TO THE DATE ON WHICH THE PERFORMANCE MEASURES ARE ATTAINED, EXCEPT THAT SUCH
PAYMENT MAY BE ACCELERATED UPON THE DEATH OR DISABILITY OF THE ELIGIBLE PERSON,
OR AS A RESULT OF A CHANGE IN CONTROL, IT BEING UNDERSTOOD THAT IF SUCH
ACCELERATION EVENTS OCCUR PRIOR TO THE ATTAINMENT OF THE PERFORMANCE MEASURES,
THE PERFORMANCE AWARD WILL NOT BE EXEMPT FROM SECTION 162(M) OF THE CODE.
(E)
THE EXTENT TO WHICH ANY APPLICABLE
PERFORMANCE OBJECTIVE HAS BEEN ACHIEVED SHALL BE CONCLUSIVELY DETERMINED BY THE
COMMITTEE, BUT MAY BE SPECIFICALLY DELEGATED TO THE ADMINISTRATOR.
WITHOUT
LIMITATION, WHERE AN ELIGIBLE PERSON HAS SATISFIED THE PERFORMANCE MEASURES WITH
RESPECT TO A PERFORMANCE AWARD, IF PERMITTED UNDER THE TERMS OF SUCH PERFORMANCE
AWARD, THE COMMITTEE, IN ITS SOLE DISCRETION, MAY REDUCE THE MAXIMUM AMOUNT
PAYABLE UNDER SUCH PERFORMANCE AWARD.
18.
STOCK APPRECIATION RIGHTS.
(A)
THE COMMITTEE SHALL HAVE AUTHORITY TO GRANT
(I) A SAR WITH RESPECT TO RESERVED SHARES, INCLUDING, WITHOUT LIMITATION,
RESERVED SHARES COVERED BY ANY OPTION ("RELATED OPTION"), OR A PERFORMANCE AWARD
("RELATED PERFORMANCE AWARD").
A SAR GRANTED WITH RESPECT TO A RELATED OPTION
OR RELATED PERFORMANCE AWARD MUST BE GRANTED ON THE DATE OF GRANT OF SUCH
RELATED OPTION OR RELATED PERFORMANCE AWARD.
(1)
FOR THE PURPOSES OF THIS SECTION 18, THE
FOLLOWING DEFINITIONS SHALL APPLY:
(I)
THE TERM "SAR" SHALL MEAN A RIGHT GRANTED UNDER
THIS PLAN, INCLUDING, WITHOUT LIMITATION, A RIGHT GRANTED IN TANDEM WITH AN
AWARD, THAT SHALL ENTITLE THE HOLDER THEREOF TO THE NUMBER OF RESERVED SHARES
WHICH HAVE A FAIR MARKET VALUE EQUAL TO THE SAR SPREAD PAYABLE AS DESCRIBED IN
SECTION 18(D).
(II)
THE TERM "SAR SPREAD" SHALL MEAN WITH RESPECT TO
EACH SAR AN AMOUNT EQUAL TO THE PRODUCT OF (1) THE EXCESS OF (A) THE FAIR MARKET
VALUE PER SHARE ON THE DATE OF EXERCISE, OVER (B) (X) IF THE SAR IS GRANTED IN
TANDEM WITH AN OPTION, THEN THE OPTION PRICE PER RESERVED SHARE OF THE RELATED
OPTION, (Y) IF THE SAR IS GRANTED IN TANDEM WITH A PERFORMANCE AWARD, THE AGREED
PRICE UNDER THE RELATED PERFORMANCE AWARD, OR (Z) IF THE SAR IS GRANTED BY
ITSELF WITH RESPECT TO A DESIGNATED NUMBER OF RESERVED SHARES, THE AGREED PRICE
WHICH, WITHOUT LIMITATION, IS THE FAIR MARKET VALUE OF THE RESERVED SHARES ON
THE DATE OF GRANT, IN EACH CASE MULTIPLIED BY (2) THE NUMBER OF RESERVED SHARES
WITH
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RESPECT TO WHICH SUCH SAR IS BEING EXERCISED; PROVIDED, HOWEVER, WITHOUT
LIMITATION, THAT WITH RESPECT TO ANY SAR GRANTED IN TANDEM WITH AN INCENTIVE
STOCK OPTION, IN NO EVENT SHALL THE SAR SPREAD EXCEED THE AMOUNT PERMITTED TO BE
TREATED AS THE SAR SPREAD UNDER APPLICABLE TREASURY REGULATIONS OR OTHER LEGAL
AUTHORITY WITHOUT DISQUALIFYING THE OPTION AS AN INCENTIVE STOCK OPTION.
(B)
TO EXERCISE THE SAR THE HOLDER SHALL:
(I)
GIVE WRITTEN NOTICE THEREOF TO THE
COMPANY, SPECIFYING THE SAR BEING EXERCISED AND THE NUMBER OR RESERVED SHARES
WITH RESPECT TO WHICH SUCH SAR