BY THE ADMINISTRATOR (IN ADDITION TO SUCH
OTHER CONDITIONS, SUCH AS THE SATISFACTION OF SERVICE CONDITIONS, AS THE
ADMINISTRATOR MAY ESTABLISH). PERFORMANCE AWARDS MAY BE PAID BY THE DELIVERY OF
COMMON STOCK OR CASH, OR ANY COMBINATION OF COMMON STOCK AND CASH, AS DETERMINED
IN THE SOLE DISCRETION OF THE ADMINISTRATOR. EXCEPT AS PROVIDED IN THE LAST
SENTENCE OF THIS PARAGRAPH, THE ADMINISTRATOR WILL SELECT ONE OR MORE
PERFORMANCE GOALS FOR MEASURING PERFORMANCE AND THE MEASUREMENT MAY BE STATED IN
ABSOLUTE TERMS OR RELATIVE TO OTHER COMPANIES OR GROUPS OF COMPANIES.
PERFORMANCE GOALS BASED ON CRITERIA OTHER THAN THE PERFORMANCE CRITERIA MAY BE
UTILIZED, TO THE EXTENT A PERFORMANCE AWARD IS NOT INTENDED TO SATISFY THE
REQUIREMENTS FOR EXEMPTION UNDER SECTION 162(M) OF THE CODE.
At the expiration of the Performance Period applicable to any performance award,
the Administrator shall determine and certify in writing the extent to which the
Performance Goals have been achieved. At that time, the Administrator will have
the discretion to adjust the size or amount of any performance award; provided,
however, that with respect to any performance award intended to satisfy the
requirements for exemption under Section 162(m) of the Code, the Administrator
may exercise its discretion only to reduce the size or amount of any such
performance award.
(F)
OTHER STOCK-BASED AWARDS. THE ADMINISTRATOR MAY FROM TIME TO TIME
GRANT OTHER STOCK-BASED AWARDS TO ELIGIBLE PARTICIPANTS IN SUCH AMOUNTS, ON SUCH
TERMS AND CONDITIONS, AND FOR SUCH CONSIDERATION, INCLUDING NO CONSIDERATION OR
SUCH MINIMUM CONSIDERATION AS MAY BE REQUIRED BY LAW, AS IT SHALL DETERMINE.
OTHER STOCK-BASED AWARDS MAY BE DENOMINATED IN CASH, IN COMMON STOCK OR OTHER
SECURITIES, IN STOCK-EQUIVALENT UNITS, IN STOCK APPRECIATION UNITS, IN
SECURITIES OR DEBENTURES CONVERTIBLE INTO COMMON STOCK, OR IN ANY COMBINATION OF
THE FOREGOING AND MAY BE PAID IN COMMON STOCK OR OTHER SECURITIES, IN CASH, OR
IN A COMBINATION OF COMMON STOCK OR OTHER SECURITIES AND CASH, ALL AS DETERMINED
IN THE SOLE DISCRETION OF THE ADMINISTRATOR.
10.
NON-TRANSFERABILITY OF AWARDS. UNLESS OTHERWISE SPECIFIED BY THE
ADMINISTRATOR IN THE GRANT AGREEMENT, AWARDS MAY NOT BE SOLD, PLEDGED, ASSIGNED,
HYPOTHECATED, TRANSFERRED, OR DISPOSED OF IN ANY MANNER OTHER THAN BY WILL OR BY
THE LAWS OF DESCENT OR DISTRIBUTION AND MAY BE EXERCISED, DURING THE LIFETIME OF
THE GRANTEE.
11.
ADJUSTMENTS FOR CORPORATE TRANSACTIONS AND OTHER EVENTS.
(A)
ADJUSTMENTS. IN THE EVENT OF A STOCK DIVIDEND, STOCK SPLIT,
REVERSE STOCK SPLIT, SPIN-OFF, SPLIT-UP, RECAPITALIZATION, MERGER,
CONSOLIDATION, SHARE EXCHANGE, REORGANIZATION OR OTHER SIMILAR EVENT AFFECTING
THE COMPANY OR ITS CAPITALIZATION, THE ADMINISTRATOR, WITHOUT THE CONSENT OF THE
HOLDERS OF THE AWARDS, WILL MAKE EQUITABLE ADJUSTMENTS TO (A) THE MAXIMUM NUMBER
AND KIND OF SHARES AS TO WHICH AWARDS MAY BE GRANTED UNDER THIS PLAN (BOTH IN
THE AGGREGATE AND TO ANY SINGLE INDIVIDUAL), AND (B) THE NUMBER, KIND AND PRICE
OF SECURITIES SUBJECT TO OUTSTANDING AWARDS.
(B)
[RESERVED]
10
(C)
CHANGE IN CONTROL TRANSACTIONS. EXCEPT AS OTHERWISE SPECIFICALLY
SET FORTH IN A GRANT AGREEMENT, IN THE EVENT