IN AN AMOUNT DETERMINED BY
MULTIPLYING:
(I)
THE DIFFERENCE BETWEEN THE FAIR MARKET VALUE OF A SHARE ON THE DATE OF
EXERCISE OVER THE EXERCISE PRICE; TIMES
(II)
THE NUMBER OF SHARES WITH RESPECT TO WHICH THE SAR IS EXERCISED.
AT THE DISCRETION OF THE ADMINISTRATOR, THE PAYMENT UPON SAR EXERCISE MAY BE IN
CASH, IN SHARES OF EQUIVALENT VALUE, OR IN SOME COMBINATION THEREOF.
9.
PERFORMANCE UNITS AND PERFORMANCE SHARES.
(A)
GRANT OF PERFORMANCE UNITS/SHARES.
PERFORMANCE UNITS AND
PERFORMANCE SHARES MAY BE GRANTED TO SERVICE PROVIDERS AT ANY TIME AND FROM TIME
TO TIME, AS WILL BE DETERMINED BY THE ADMINISTRATOR, IN ITS SOLE DISCRETION.
THE ADMINISTRATOR WILL HAVE COMPLETE DISCRETION IN DETERMINING THE NUMBER OF
PERFORMANCE UNITS/SHARES GRANTED TO EACH PARTICIPANT PROVIDED THAT DURING ANY
FISCAL YEAR, (A) NO PARTICIPANT WILL RECEIVE PERFORMANCE UNITS HAVING AN INITIAL
VALUE GREATER THAN $5,000,000, AND (B) NO PARTICIPANT WILL RECEIVE MORE THAN
500,000 PERFORMANCE SHARES.
NOTWITHSTANDING THE FOREGOING LIMITATION, IN
CONNECTION WITH A PARTICIPANT'S INITIAL SERVICE AS AN EMPLOYEE, AN EMPLOYEE MAY
BE GRANTED UP TO AN ADDITIONAL 500,000 PERFORMANCE SHARES.
(B)
VALUE OF PERFORMANCE UNITS/SHARES.
EACH PERFORMANCE UNIT WILL
HAVE AN INITIAL VALUE THAT IS ESTABLISHED BY THE ADMINISTRATOR ON OR BEFORE THE
DATE OF GRANT.
EACH PERFORMANCE SHARE WILL HAVE AN INITIAL VALUE EQUAL TO THE
FAIR MARKET VALUE OF A SHARE ON THE DATE OF GRANT.
(C)
PERFORMANCE OBJECTIVES AND OTHER TERMS.
THE ADMINISTRATOR WILL
SET PERFORMANCE OBJECTIVES OR OTHER VESTING PROVISIONS (INCLUDING, WITHOUT
LIMITATION, CONTINUED STATUS AS A SERVICE PROVIDER) IN ITS DISCRETION WHICH,
DEPENDING ON THE EXTENT TO WHICH THEY ARE MET, WILL DETERMINE THE NUMBER OR
VALUE OF PERFORMANCE UNITS/SHARES THAT WILL BE PAID OUT TO THE PARTICIPANT .
EACH AWARD OF PERFORMANCE UNITS/SHARES WILL BE EVIDENCED BY AN AWARD AGREEMENT
THAT WILL SPECIFY THE PERFORMANCE PERIOD, AND SUCH OTHER TERMS AND CONDITIONS AS
THE ADMINISTRATOR, IN ITS SOLE DISCRETION, WILL DETERMINE; PROVIDED, HOWEVER,
THAT AWARDS OF PERFORMANCE UNITS/SHARES WILL VEST NO EARLIER THAN ONE-THIRD
(1/3) OF THE TOTAL NUMBER UNITS OR SHARES SUBJECT TO SUCH AWARD EACH YEAR FROM
THE DATE OF GRANT, UNLESS THE ADMINISTRATOR DETERMINES THAT THE AWARD IS TO VEST
UPON THE ACHIEVEMENT OF A PERFORMANCE OBJECTIVE, PROVIDED THE PERIOD FOR
MEASURING PERFORMANCE WILL BE AT LEAST TWELVE MONTHS.
(D)
EARNING OF PERFORMANCE UNITS/SHARES.
AFTER THE APPLICABLE
PERFORMANCE PERIOD HAS ENDED, THE HOLDER OF PERFORMANCE UNITS/SHARES WILL BE
ENTITLED TO RECEIVE A PAYOUT OF THE NUMBER OF PERFORMANCE UNITS/SHARES EARNED BY
THE PARTICIPANT OVER THE PERFORMANCE PERIOD, TO BE DETERMINED AS A FUNCTION OF
THE EXTENT TO WHICH THE CORRESPONDING PERFORMANCE OBJECTIVES OR OTHER VESTING
PROVISIONS HAVE BEEN ACHIEVED.
AFTER THE GRANT OF A PERFORMANCE UNIT/SHARE, THE
ADMINISTRATOR, IN ITS SOLE DISCRETION, MAY REDUCE OR WAIVE ANY PERFORMANCE
OBJECTIVES OR OTHER VESTING PROVISIONS FOR SUCH PERFORMANCE UNIT/SHARE UPON OR
IN CONNECTION WITH A CHANGE IN CONTROL OR UPON OR IN CONNECTION WITH A
PARTICIPANT'S TERMINATION OF SERVICE, INCLUDING, WITHOUT LIMITATION, DUE TO
DEATH OR DISABILITY.
(E)
FORM AND TIMING OF