THE PERFORMANCE
GOALS, AND AMOUNTS OF SUCH AWARDS, AS APPLICABLE, WHICH MAY BE EARNED FOR SUCH
PERFORMANCE PERIOD, AND (D) SPECIFY THE RELATIONSHIP BETWEEN PERFORMANCE
CRITERIA AND THE PERFORMANCE GOALS AND THE AMOUNTS OF SUCH AWARDS, AS
APPLICABLE, TO BE EARNED BY EACH COVERED EMPLOYEE FOR SUCH PERFORMANCE PERIOD.
FOLLOWING THE COMPLETION OF EACH PERFORMANCE PERIOD, THE COMMITTEE SHALL CERTIFY
IN WRITING WHETHER THE APPLICABLE PERFORMANCE GOALS HAVE BEEN ACHIEVED FOR SUCH
PERFORMANCE PERIOD.
IN DETERMINING THE AMOUNT EARNED BY A COVERED EMPLOYEE, THE
COMMITTEE SHALL HAVE THE RIGHT TO REDUCE OR ELIMINATE (BUT NOT TO INCREASE) THE
AMOUNT PAYABLE AT A GIVEN LEVEL OF PERFORMANCE TO TAKE INTO ACCOUNT ADDITIONAL
FACTORS THAT THE COMMITTEE MAY DEEM RELEVANT TO THE ASSESSMENT OF INDIVIDUAL OR
CORPORATE PERFORMANCE FOR THE PERFORMANCE PERIOD.
(D)
PAYMENT OF PERFORMANCE-BASED AWARDS.
UNLESS OTHERWISE PROVIDED IN
THE APPLICABLE AWARD AGREEMENT, A PARTICIPANT MUST BE EMPLOYED BY THE COMPANY OR
A SUBSIDIARY ON THE DAY A PERFORMANCE-BASED AWARD FOR SUCH PERFORMANCE PERIOD IS
PAID TO THE PARTICIPANT.
FURTHERMORE, A PARTICIPANT SHALL BE ELIGIBLE TO
RECEIVE PAYMENT PURSUANT TO A PERFORMANCE-BASED AWARD FOR A PERFORMANCE PERIOD
ONLY IF THE PERFORMANCE GOALS FOR SUCH PERIOD ARE ACHIEVED.
(E)
ADDITIONAL LIMITATIONS.
NOTWITHSTANDING ANY OTHER PROVISION OF
THE PLAN, ANY AWARD WHICH IS GRANTED TO A COVERED EMPLOYEE AND IS INTENDED TO
CONSTITUTE QUALIFIED PERFORMANCE-BASED COMPENSATION SHALL BE SUBJECT TO ANY
ADDITIONAL LIMITATIONS SET FORTH IN SECTION 162(M) OF THE CODE (INCLUDING ANY
AMENDMENT TO SECTION 162(M) OF THE CODE) OR ANY REGULATIONS OR RULINGS ISSUED
THEREUNDER THAT ARE REQUIREMENTS FOR QUALIFICATION AS QUALIFIED
PERFORMANCE-BASED COMPENSATION AS DESCRIBED IN SECTION 162(M)(4)(C) OF THE CODE,
AND THE PLAN SHALL BE DEEMED AMENDED TO THE EXTENT NECESSARY TO CONFORM TO SUCH
REQUIREMENTS.
9.
LIMITATIONS AND CONDITIONS
(A)
SUBJECT TO SECTION 11, THE NUMBER OF SHARES AVAILABLE FOR AWARDS
UNDER THE PLAN SHALL BE 8,025,000 SHARES OF THE AUTHORIZED COMMON STOCK AS OF
THE EFFECTIVE DATE OF THE PLAN.
UNLESS RESTRICTED BY APPLICABLE LAW, SHARES
RELATED TO AWARDS THAT ARE FORFEITED, TERMINATED, CANCELED OR EXPIRE
UNEXERCISED, SHALL IMMEDIATELY BECOME AVAILABLE FOR AWARDS.
(B)
NO PARTICIPANT SHALL BE GRANTED, IN ANY CALENDAR YEAR, AWARDS TO
PURCHASE MORE THAN 2,000,000 SHARES.
THE FOREGOING LIMITATION SHALL BE ADJUSTED
PROPORTIONATELY IN CONNECTION WITH ANY CHANGE IN THE COMPANY'S CAPITALIZATION AS
DESCRIBED IN SECTION 11 AND 12.
FOR PURPOSES OF THIS SECTION 9(B), IF A STOCK
OPTION IS CANCELED IN THE SAME CALENDAR YEAR IT WAS GRANTED (OTHER THAN IN
CONNECTION WITH A TRANSACTION DESCRIBED IN SECTION 11 AND 12), THE CANCELED
STOCK OPTION WILL BE COUNTED AGAINST THE LIMIT SET FORTH IN THIS SECTION 9(B).
FOR THIS PURPOSE, IF THE EXERCISE PRICE OF A STOCK OPTION IS REDUCED, THE
TRANSACTION SHALL BE TREATED AS A CANCELLATION OF THE STOCK OPTION AND THE GRANT
OF A NEW STOCK OPTION.
7
(C)
NO AWARDS SHALL BE MADE UNDER THE PLAN BEYOND TEN YEARS AFTER THE
EFFECTIVE DATE OF THE PLAN, AS AMENDED AND RESTATED ON DECEMBER 14, 2007, BUT
THE