AT ANY TIME DURING ITS TERM, BY GIVING WRITTEN NOTICE OF EXERCISE TO THE COMPANY
SPECIFYING THE NUMBER OF NON-TANDEM STOCK APPRECIATION RIGHTS TO BE EXERCISED.
(D)
PAYMENT.
UPON THE EXERCISE OF A NON-TANDEM
STOCK APPRECIATION RIGHT A PARTICIPANT SHALL BE ENTITLED TO RECEIVE, FOR EACH
RIGHT EXERCISED, A NUMBER OF SHARES OF COMMON STOCK EQUAL IN VALUE TO THE EXCESS
OF THE FAIR MARKET VALUE OF ONE SHARE OF COMMON STOCK ON THE DATE THE RIGHT IS
EXERCISED OVER THE FAIR MARKET VALUE OF ONE SHARE OF COMMON STOCK ON THE DATE
THE RIGHT WAS AWARDED TO THE PARTICIPANT.
7.5.
LIMITED STOCK APPRECIATION RIGHTS.
THE
COMMITTEE MAY, IN ITS SOLE DISCRETION, GRANT LIMITED STOCK APPRECIATION RIGHTS.
LIMITED STOCK APPRECIATION RIGHTS MAY BE EXERCISED ONLY UPON THE OCCURRENCE OF A
CHANGE IN CONTROL OR SUCH OTHER EVENT AS THE COMMITTEE MAY, IN ITS SOLE
DISCRETION, DESIGNATE AT THE TIME OF GRANT OR THEREAFTER.
UPON THE EXERCISE OF
LIMITED STOCK APPRECIATION RIGHTS, EXCEPT AS OTHERWISE PROVIDED IN AN AWARD
AGREEMENT, THE PARTICIPANT SHALL RECEIVE A NUMBER OF SHARES OF COMMON STOCK
EQUAL TO THE AMOUNT:
(I) SET FORTH IN SECTION 7.2(D) WITH RESPECT TO TANDEM
STOCK APPRECIATION RIGHTS, OR (II) SET FORTH IN SECTION 7.4(D) WITH RESPECT TO
NON-TANDEM STOCK APPRECIATION RIGHTS.
ARTICLE VIII.
RESTRICTED STOCK
8.1.
AWARDS OF RESTRICTED STOCK.
RESTRICTED STOCK
MAY BE ISSUED TO ALL ELIGIBLE PARTICIPANTS PURSUANT TO SECTION 5.1 OF THE PLAN
EITHER ALONE OR IN ADDITION TO OTHER AWARDS GRANTED UNDER THE PLAN.
THE
COMMITTEE SHALL DETERMINE THE ELIGIBLE PARTICIPANTS TO WHOM, AND THE TIME OR
TIMES AT WHICH, GRANTS OF RESTRICTED STOCK WILL BE MADE, THE NUMBER OF SHARES TO
BE AWARDED, THE PURCHASE PRICE (IF ANY) TO BE PAID BY THE PARTICIPANT (SUBJECT
TO SECTION 8.3), THE
15
TIME OR TIMES AT WHICH SUCH AWARDS MAY BE SUBJECT TO FORFEITURE (IF ANY), THE
VESTING SCHEDULE (IF ANY) AND RIGHTS TO ACCELERATION THEREOF, AND ALL OTHER
TERMS AND CONDITIONS OF THE AWARDS.
THE COMMITTEE MAY CONDITION THE GRANT OR
VESTING OF RESTRICTED STOCK UPON THE ATTAINMENT OF SPECIFIED PERFORMANCE TARGETS
(INCLUDING, THE PERFORMANCE GOALS SPECIFIED IN EXHIBIT A HERETO) OR SUCH OTHER
FACTORS AS THE COMMITTEE MAY DETERMINE, IN ITS SOLE DISCRETION, INCLUDING TO
COMPLY WITH THE REQUIREMENTS OF SECTION 162(M) OF THE CODE.
UNLESS OTHERWISE
DETERMINED BY THE COMMITTEE, THE PARTICIPANT SHALL NOT BE PERMITTED TO TRANSFER
SHARES OF RESTRICTED STOCK AWARDED UNDER THIS PLAN DURING A PERIOD SET BY THE
COMMITTEE (IF ANY) (THE "RESTRICTION PERIOD") COMMENCING WITH THE DATE OF SUCH
AWARD, AS SET FORTH IN THE APPLICABLE AWARD AGREEMENT.
8.2.
OBJECTIVE PERFORMANCE GOALS, FORMULAE OR
STANDARDS.
NOTWITHSTANDING THE FOREGOING, IF THE AWARD OF RESTRICTED STOCK IS
INTENDED TO COMPLY WITH THE "PERFORMANCE BASED" COMPENSATION EXCEPTION UNDER
SECTION 162(M) OF THE CODE AND IF THE GRANT OF SUCH AWARD OR THE LAPSE OF
RESTRICTIONS IS BASED ON THE ATTAINMENT OF PERFORMANCE GOALS, THE COMMITTEE
SHALL ESTABLISH THE OBJECTIVE PERFORMANCE GOALS AND THE APPLICABLE NUMBER OF
SHARES OF RESTRICTED STOCK TO