THIS ARTICLE X AS IT MAY DEEM NECESSARY
OR APPROPRIATE TO ENSURE THAT SUCH AWARDS SATISFY ALL REQUIREMENTS FOR
"PERFORMANCE-BASED COMPENSATION" WITHIN THE MEANING OF SECTION 162(M)(4)(C) OF
THE CODE, OR WHICH ARE NOT INCONSISTENT WITH SUCH REQUIREMENTS.
ARTICLE XI
CHANGE OF CONTROL PROVISIONS
11.1
IMPACT OF CHANGE OF CONTROL.
THE TERMS OF ANY AWARD MAY PROVIDE IN
THE AWARD AGREEMENT EVIDENCING THE AWARD, OR THE COMMITTEE MAY DETERMINE IN ITS
DISCRETION, THAT, UPON A CHANGE OF CONTROL OF THE COMPANY, (A) OPTIONS AND STOCK
APPRECIATION RIGHTS OUTSTANDING AS OF THE DATE OF THE CHANGE OF CONTROL
IMMEDIATELY VEST AND BECOME EXERCISABLE IN FULL OR IN PART, (B) RESTRICTIONS AND
DEFERRAL LIMITATIONS ON RESTRICTED STOCK LAPSE AND THE RESTRICTED STOCK BECOMES
FREE OF SOME OR ALL RESTRICTIONS AND LIMITATIONS AND BECOMES PARTIALLY OR FULLY
VESTED, (C) PERFORMANCE AWARDS SHALL BE CONSIDERED TO BE EARNED AND PAYABLE
(EITHER IN FULL OR PRO-RATA BASED ON THE PORTION OF PERFORMANCE PERIOD COMPLETED
AS OF THE DATE OF THE CHANGE OF CONTROL), AND ANY DEFERRAL OR OTHER RESTRICTION
SHALL LAPSE AND SUCH PERFORMANCE AWARDS SHALL BE IMMEDIATELY SETTLED OR
DISTRIBUTED, (D) THE RESTRICTIONS AND DEFERRAL LIMITATIONS AND OTHER CONDITIONS
APPLICABLE TO ANY OTHER STOCK UNIT AWARDS OR ANY OTHER AWARDS SHALL LAPSE IN
FULL OR IN PART, AND SUCH OTHER STOCK UNIT AWARDS OR SUCH
13
OTHER AWARDS SHALL BECOME FREE OF SOME OR ALL RESTRICTIONS, LIMITATIONS OR
CONDITIONS AND BECOME PARTIALLY OR FULLY VESTED AND TRANSFERABLE, AND (E) SUCH
OTHER ADDITIONAL BENEFITS, CHANGES OR ADJUSTMENTS AS THE COMMITTEE DEEMS
APPROPRIATE SHALL APPLY, SUBJECT IN EACH CASE TO ANY TERMS AND CONDITIONS
CONTAINED IN THE AWARD AGREEMENT EVIDENCING SUCH AWARD.
NOTWITHSTANDING ANY
OTHER PROVISION OF THE PLAN, THE COMMITTEE, IN ITS DISCRETION, MAY DETERMINE
THAT, UPON THE OCCURRENCE OF A CHANGE OF CONTROL OF THE COMPANY, (A) EACH OPTION
AND STOCK APPRECIATION RIGHT SHALL REMAIN EXERCISABLE FOR ONLY A LIMITED PERIOD
OF TIME DETERMINED BY THE COMMITTEE (PROVIDED THAT THEY REMAIN EXERCISABLE FOR
AT LEAST 30 DAYS AFTER NOTICE OF SUCH ACTION IS GIVEN TO THE PARTICIPANTS), OR
(B) EACH OPTION AND STOCK APPRECIATION RIGHT OUTSTANDING SHALL TERMINATE WITHIN
A PERIOD SPECIFIED IN A NOTICE TO THE PARTICIPANT, AND SUCH PARTICIPANT SHALL
RECEIVE, WITH RESPECT TO EACH SHARE SUBJECT TO SUCH OPTION OR STOCK APPRECIATION
RIGHT, AN AMOUNT EQUAL TO THE EXCESS OF THE FAIR MARKET VALUE OF SUCH SHARE
IMMEDIATELY PRIOR TO THE OCCURRENCE OF SUCH CHANGE OF CONTROL OVER THE EXERCISE
PRICE PER SHARE OF SUCH OPTION AND/OR STOCK APPRECIATION RIGHT; SUCH AMOUNT TO
BE PAYABLE IN CASH, IN ONE OR MORE KINDS OF STOCK OR PROPERTY (INCLUDING THE
STOCK OR PROPERTY, IF ANY, PAYABLE IN THE TRANSACTION) OR IN A COMBINATION
THEREOF, AS THE COMMITTEE, IN ITS DISCRETION, SHALL DETERMINE.
NOTWITHSTANDING
THE FOREGOING AND THE PROVISIONS OF SECTION 11.2, THE COMMITTEE WILL TAKE NO
ACTION THAT WOULD SUBJECT ANY PARTICIPANT TO A PENALTY TAX UNDER SECTION 409A OF
THE CODE.
11.2
ASSUMPTION UPON CHANGE OF CONTROL.
THE TERMS OF ANY