SECTION 422(B)(1) OF THE CODE OR ANY SUCCESSOR
PROVISION THERETO;
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AND PROVIDED FURTHER, THAT THE NUMBER OF SHARES SUBJECT TO ANY AWARD DENOMINATED
IN SHARES SHALL ALWAYS BE A WHOLE NUMBER.
ARTICLE 5.
ELIGIBILITY AND GENERAL CONDITIONS OF AWARDS
5.1
ELIGIBILITY.
THE COMMITTEE MAY GRANT AWARDS TO ANY ELIGIBLE
PERSON, WHETHER OR NOT HE OR SHE HAS PREVIOUSLY RECEIVED AN AWARD.
5.2
GRANT DATE.
THE GRANT DATE OF AN AWARD SHALL BE THE DATE ON
WHICH THE COMMITTEE GRANTS THE AWARD OR SUCH LATER DATE AS SPECIFIED BY THE
COMMITTEE.
5.3
MAXIMUM TERM.
THE OPTION TERM OR OTHER PERIOD DURING WHICH
AN AWARD MAY BE OUTSTANDING SHALL UNDER NO CIRCUMSTANCES EXTEND MORE THAN
10 YEARS AFTER THE GRANT DATE, AND SHALL BE SUBJECT TO EARLIER TERMINATION AS
HEREIN PROVIDED; PROVIDED, HOWEVER, THAT ANY DEFERRAL OF A CASH PAYMENT OR OF
THE DELIVERY OF SHARES THAT IS PERMITTED OR REQUIRED BY THE COMMITTEE PURSUANT
TO ARTICLE 12 MAY, IF SO PERMITTED OR REQUIRED BY THE COMMITTEE, EXTEND MORE
THAN 10 YEARS AFTER THE GRANT DATE OF THE AWARD TO WHICH THE DEFERRAL RELATES.
5.4
AWARD AGREEMENT.
TO THE EXTENT NOT SET FORTH IN THE PLAN,
THE TERMS AND CONDITIONS OF EACH AWARD (WHICH NEED NOT BE THE SAME FOR EACH
GRANT OR FOR EACH GRANTEE) SHALL BE SET FORTH IN AN AWARD AGREEMENT.
5.5
RESTRICTIONS ON SHARE TRANSFERABILITY.
THE COMMITTEE MAY
IMPOSE SUCH RESTRICTIONS ON ANY SHARES ACQUIRED PURSUANT TO THE EXERCISE OR
VESTING OF AN AWARD AS IT MAY DEEM ADVISABLE, INCLUDING RESTRICTIONS UNDER
APPLICABLE FEDERAL SECURITIES LAWS.
5.6
TERMINATION OF AFFILIATION.
EXCEPT AS OTHERWISE PROVIDED IN
AN AWARD AGREEMENT, AND SUBJECT TO THE PROVISIONS OF SECTION 14.1, THE EXTENT TO
WHICH THE GRANTEE SHALL HAVE THE RIGHT TO EXERCISE, VEST IN, OR RECEIVE PAYMENT
IN RESPECT OF AN AWARD FOLLOWING TERMINATION OF AFFILIATION SHALL BE DETERMINED
IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THIS SECTION 5.6.
(A)
FOR CAUSE.
IF A GRANTEE HAS A TERMINATION OF AFFILIATION FOR CAUSE, (I)
THE GRANTEE'S RESTRICTED SHARES THAT ARE FORFEITABLE SHALL THEREUPON BE
FORFEITED, SUBJECT TO THE PROVISIONS OF SECTION 8.4 REGARDING REPAYMENT OF
CERTAIN AMOUNTS TO THE GRANTEE; AND (II) ANY UNEXERCISED OPTION, LSAR OR SAR,
AND ANY PERFORMANCE SHARE OR PERFORMANCE UNIT WITH RESPECT TO WHICH THE
PERFORMANCE PERIOD HAS NOT ENDED AS OF THE DATE OF SUCH TERMINATION OF
AFFILIATION, SHALL TERMINATE EFFECTIVE IMMEDIATELY UPON SUCH TERMINATION OF
AFFILIATION.
(B) ON ACCOUNT OF DEATH OR DISABILITY.
IF A GRANTEE HAS A TERMINATION OF
AFFILIATION ON ACCOUNT OF DEATH OR DISABILITY, THEN:
(1)
the Grantee's Restricted Shares that were forfeitable shall
thereupon become nonforfeitable;
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(2)
any unexercised Option or SAR, whether or not exercisable on the
date of such Termination of Affiliation, may be exercised, in whole or in part,
within the first 12 months after such Termination of Affiliation (but only
during the Option Term) by the Grantee or, after his or her death, by (i) his or
her personal representative or the person to