AND ONLY TO
THE EXTENT PERMITTED UNDER SECTION 162(M) OF THE CODE, PROVISIONS FOR
DISREGARDING (OR ADJUSTING FOR) CHANGES IN ACCOUNTING METHODS, CORPORATE
TRANSACTIONS (INCLUDING, WITHOUT LIMITATION, DISPOSITIONS AND ACQUISITIONS) AND
OTHER SIMILAR TYPE EVENTS OR CIRCUMSTANCES. TO THE EXTENT ANY SUCH PROVISION
WOULD CREATE IMPERMISSIBLE DISCRETION UNDER SECTION 162(M) OF THE CODE OR
OTHERWISE VIOLATE SECTION 162(M) OF THE CODE, SUCH PROVISION SHALL BE OF NO
FORCE OR EFFECT. THE APPLICABLE PERFORMANCE GOALS SHALL BE BASED ON ONE OR MORE
OF THE PERFORMANCE CRITERIA SET FORTH IN EXHIBIT A HERETO.
(D)
DIVIDENDS. UNLESS OTHERWISE DETERMINED BY THE
COMMITTEE AT THE TIME OF GRANT, AMOUNTS EQUAL TO ANY DIVIDENDS DECLARED DURING
THE PERFORMANCE PERIOD WITH RESPECT TO THE NUMBER OF SHARES OF COMMON STOCK
COVERED BY A PERFORMANCE SHARE WILL NOT BE PAID TO THE PARTICIPANT.
(E)
PAYMENT. FOLLOWING THE COMMITTEE'S DETERMINATION
IN ACCORDANCE WITH SUBSECTION (A) ABOVE, SHARES OF COMMON STOCK OR, AS
DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION, THE CASH EQUIVALENT OF SUCH
SHARES SHALL BE DELIVERED TO THE ELIGIBLE EMPLOYEE, CONSULTANT OR NON-EMPLOYEE
DIRECTOR, OR HIS LEGAL REPRESENTATIVE, IN AN AMOUNT EQUAL TO SUCH INDIVIDUAL'S
EARNED PERFORMANCE SHARE. NOTWITHSTANDING THE FOREGOING, THE COMMITTEE MAY, IN
ITS SOLE DISCRETION, AWARD AN AMOUNT LESS THAN THE EARNED PERFORMANCE SHARE
AND/OR SUBJECT THE PAYMENT OF ALL OR PART OF ANY PERFORMANCE SHARE TO ADDITIONAL
VESTING, FORFEITURE AND DEFERRAL CONDITIONS AS IT DEEMS APPROPRIATE.
24
(F)
ACCELERATED VESTING. BASED ON SERVICE,
PERFORMANCE AND/OR SUCH OTHER FACTORS OR CRITERIA, IF ANY, AS THE COMMITTEE MAY
DETERMINE, THE COMMITTEE MAY, IN ITS SOLE DISCRETION, AT OR AFTER GRANT,
ACCELERATE THE VESTING OF ALL OR ANY PART OF ANY PERFORMANCE SHARE AWARD AND/OR
WAIVE THE DEFERRAL LIMITATIONS FOR ALL OR ANY PART OF SUCH AWARD.
ARTICLE X
OTHER STOCK-BASED AWARDS
10.1
OTHER AWARDS. THE COMMITTEE, IN ITS SOLE DISCRETION,
IS AUTHORIZED
TO GRANT TO ELIGIBLE EMPLOYEES, CONSULTANTS AND NON-EMPLOYEE DIRECTORS OTHER
STOCK-BASED AWARDS THAT ARE PAYABLE IN, VALUED IN WHOLE OR IN PART BY REFERENCE
TO, OR OTHERWISE BASED ON OR RELATED TO SHARES OF COMMON STOCK, INCLUDING, BUT
NOT LIMITED TO, SHARES OF COMMON STOCK AWARDED PURELY AS A BONUS AND NOT SUBJECT
TO ANY RESTRICTIONS OR CONDITIONS, SHARES OF COMMON STOCK IN PAYMENT OF THE
AMOUNTS DUE UNDER AN INCENTIVE OR PERFORMANCE PLAN SPONSORED OR MAINTAINED BY
THE COMPANY OR AN AFFILIATE, PERFORMANCE UNITS, DIVIDEND EQUIVALENT UNITS, STOCK
EQUIVALENT UNITS, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. TO THE EXTENT
PERMITTED BY LAW, THE COMMITTEE MAY, IN ITS SOLE DISCRETION, PERMIT ELIGIBLE
EMPLOYEES AND/OR NON-EMPLOYEE DIRECTORS TO DEFER ALL OR A PORTION OF THEIR CASH
COMPENSATION IN THE FORM OF OTHER STOCK-BASED AWARDS GRANTED UNDER THIS PLAN,
SUBJECT TO THE TERMS AND CONDITIONS OF ANY DEFERRED COMPENSATION ARRANGEMENT
ESTABLISHED BY THE COMPANY, WHICH SHALL BE INTENDED TO COMPLY WITH SECTION 409A
OF THE CODE. OTHER STOCK-BASED AWARDS MAY BE GRANTED EITHER ALONE OR IN ADDITION
TO OR IN TANDEM WITH OTHER AWARDS GRANTED UNDER THE PLAN.
Subject to the