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REPORTED IN THE COMPANY'S PUBLIC FILINGS, (E) RESTRUCTURING ACTIVITIES REPORTED
IN THE COMPANY'S PUBLIC FILINGS, (F) INVESTMENTS, DISPOSITIONS OR ACQUISITIONS,
(G) LOSS FROM THE DISPOSAL OF CERTAIN ASSETS, (H) GAIN OR LOSS FROM THE EARLY
EXTINGUISHMENT, REDEMPTION, OR REPURCHASE OF DEBT, (I) CASH OR NON-CASH CHARGES
RELATED TO STORE CLOSING EXPENSES, (J) CHANGES IN ACCOUNTING PRINCIPLES, OR
(K) ANY OTHER ITEM, EVENT OR CIRCUMSTANCE THAT WOULD NOT CAUSE AN AWARD TO FAIL
TO CONSTITUTE "QUALIFIED PERFORMANCE-BASED COMPENSATION" UNDER SECTION 162(M) OF
THE CODE.
AN ADJUSTMENT DESCRIBED IN THIS SECTION 10(B)(II) MAY RELATE TO THE
COMPANY OR TO ANY SUBSIDIARY, DIVISION OR OTHER OPERATIONAL UNIT OF THE COMPANY
OR ITS AFFILIATES, AS DETERMINED BY THE COMMITTEE AT THE TIME THE PERFORMANCE
GOALS ARE ESTABLISHED.
ANY ADJUSTMENT SHALL BE DETERMINED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND STANDARDS, UNLESS SUCH OTHER
OBJECTIVE METHOD OF MEASUREMENT IS DESIGNATED BY THE COMMITTEE AT THE TIME
PERFORMANCE OBJECTIVES ARE ESTABLISHED.
IN ADDITION, ADJUSTMENTS WILL BE MADE
AS NECESSARY TO ANY PERFORMANCE CRITERIA RELATED TO THE COMPANY'S STOCK TO
REFLECT CHANGES IN CORPORATE CAPITALIZATION, INCLUDING A RECAPITALIZATION, STOCK
SPLIT OR COMBINATION, STOCK DIVIDEND, SPIN-OFF, MERGER, REORGANIZATION OR OTHER
SIMILAR EVENT OR TRANSACTION AFFECTING THE COMPANY'S STOCK.
(C)
OTHER TERMS OF PERFORMANCE AWARDS.
THE BOARD MAY SPECIFY OTHER TERMS
PERTINENT TO A PERFORMANCE AWARD IN THE APPLICABLE AWARD AGREEMENT, INCLUDING
TERMS RELATING TO THE TREATMENT OF THAT AWARD IN THE EVENT OF A CHANGE IN
CONTROL PRIOR TO THE END OF THE APPLICABLE PERFORMANCE PERIOD.
SECTION 11.
AMENDMENTS AND TERMINATION.
THE BOARD MAY
AMEND, ALTER OR DISCONTINUE THE PLAN AT ANY TIME.
HOWEVER, EXCEPT AS OTHERWISE
PROVIDED IN SECTION 3, NO AMENDMENT, ALTERATION OR DISCONTINUATION WILL BE MADE
WHICH WOULD IMPAIR THE RIGHTS OF A PARTICIPANT WITH RESPECT TO AN AWARD WITHOUT
THAT PARTICIPANT'S CONSENT OR WHICH, WITHOUT THE APPROVAL OF SUCH AMENDMENT
WITHIN 365 DAYS OF ITS ADOPTION BY THE BOARD BY THE COMPANY'S STOCKHOLDERS IN A
MANNER CONSISTENT WITH TREAS. REG. § 1.422-3, WOULD: (I) INCREASE THE TOTAL
NUMBER OF SHARES RESERVED FOR ISSUANCE HEREUNDER, OR (II) CHANGE THE PERSONS OR
CLASS OF PERSONS ELIGIBLE TO RECEIVE AWARDS.
SECTION 12.
GENERAL PROVISIONS.
(A)
THE BOARD MAY REQUIRE EACH PARTICIPANT TO REPRESENT TO AND AGREE WITH THE
COMPANY IN WRITING THAT THE PARTICIPANT IS ACQUIRING SECURITIES OF THE COMPANY
FOR INVESTMENT PURPOSES AND WITHOUT A VIEW TO DISTRIBUTION THEREOF AND AS TO
SUCH OTHER MATTERS AS THE BOARD BELIEVES ARE APPROPRIATE.
(B)
ALL CERTIFICATES FOR SHARES OR OTHER SECURITIES DELIVERED UNDER THE PLAN
WILL BE SUBJECT TO SUCH SHARE-TRANSFER ORDERS AND OTHER RESTRICTIONS AS THE
BOARD MAY DEEM ADVISABLE UNDER THE RULES, REGULATIONS AND OTHER REQUIREMENTS OF
THE SECURITIES ACT OF 1933, AS AMENDED, THE EXCHANGE ACT, ANY STOCK EXCHANGE
UPON WHICH THE SHARES ARE THEN LISTED, AND ANY OTHER APPLICABLE FEDERAL OR STATE
SECURITIES LAW, AND THE BOARD MAY CAUSE A LEGEND OR LEGENDS TO BE PUT ON ANY
SUCH CERTIFICATES TO MAKE APPROPRIATE REFERENCE TO SUCH RESTRICTIONS.
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(C)
NOTHING