PARENT OR SUBSIDIARY.
ISOS
MAY ONLY BE GRANTED TO EMPLOYEES OF THE COMPANY OR A PARENT OR SUBSIDIARY.
FOR
PURPOSES OF THIS PLAN, "PARENT" HAS THE MEANING ATTRIBUTED TO SUCH TERM FOR
PURPOSES OF SECTION 422(B) OF THE CODE.
4
(E)
TRANSFERABILITY.
AN ISO IS NOT
TRANSFERABLE BY THE EMPLOYEE TO WHOM IT IS GRANTED, OTHER THAN BY WILL OR THE
LAWS OF DESCENT AND DISTRIBUTION, AND IS EXERCISABLE, DURING HIS LIFETIME, ONLY
BY SUCH EMPLOYEE.
4.6.
OTHER PROVISIONS.
OPTIONS GRANTED PURSUANT TO
THIS ARTICLE 4 SHALL BE MADE IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF
ARTICLE 8 HEREOF AND ANY OTHER APPLICABLE TERMS AND PROVISIONS OF THE PLAN.
ARTICLE 5.
SHARE APPRECIATION RIGHTS
5.1.
GRANT AND EXERCISE.
THE COMMITTEE MAY PROVIDE
SHARE APPRECIATION RIGHTS (I) IN CONJUNCTION WITH ALL OR PART OF ANY OPTION
GRANTED UNDER THE PLAN OR AT ANY SUBSEQUENT TIME DURING THE TERM OF SUCH OPTION
(A "RELATED SAR") OR (II) WITHOUT REGARD TO ANY OPTION OR OTHER AWARD (A
"FREESTANDING SAR";
RELATED SARS AND FREESTANDING SARS ARE REFERRED TO
COLLECTIVELY HEREIN AS "SHARE APPRECIATION RIGHTS"), IN EACH CASE UPON SUCH
TERMS AND CONDITIONS AS THE COMMITTEE MAY ESTABLISH, SUBJECT TO SECTION 5.3,
BELOW, INCLUDING THE RIGHT TO RECEIVE UP TO, BUT NO MORE THAN, AN AMOUNT IN CASH
OR SHARES (OR PART CASH, PART SHARES) AS DETERMINED BY THE COMMITTEE IN ITS SOLE
DISCRETION.
5.2.
UPON THE EXERCISE OF A RELATED SAR, THE OPTION
OR PART THEREOF TO WHICH SUCH RELATED SAR IS RELATED SHALL BE DEEMED TO HAVE
BEEN EXERCISED FOR THE PURPOSE OF THE LIMITATION OF THE NUMBER OF SHARES TO BE
ISSUED UNDER THE PLAN, AS SET FORTH IN SECTION 2.1 OF THE PLAN.
5.3.
WITH RESPECT TO A RELATED SAR GRANTED IN
CONNECTION WITH AN OPTION THAT IS INTENDED TO BE AN ISO, THE FOLLOWING SHALL
APPLY:
(A)
SUCH RELATED SAR SHALL BE GRANTED ONLY AT
THE TIME OF THE GRANT OF SUCH ISO.
(B)
NO RELATED SAR SHALL BE TRANSFERABLE BY A
HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, AND
SUCH RELATED SAR SHALL BE EXERCISABLE, DURING THE HOLDER'S LIFETIME, ONLY BY THE
HOLDER.
(C)
A RELATED SAR GRANTED IN CONNECTION WITH AN
OPTION MAY BE EXERCISED ONLY WHEN THE FAIR MARKET VALUE OF THE SHARES SUBJECT TO
THE OPTION EXCEEDS THE OPTION EXERCISE PRICE AT WHICH SHARES CAN BE ACQUIRED
PURSUANT TO THE OPTION.
(D)
THE RIGHT TO RECEIVE UP TO, BUT NO MORE
THAN, AN AMOUNT IN CASH OR SHARES (OR PART CASH, PART SHARES) WITH RESPECT TO
SUCH RELATED SAR MAY NOT EXCEED THE EXCESS OF THE THEN FAIR MARKET VALUE OF ONE
SHARE OVER THE OPTION EXERCISE PRICE PER SHARE SPECIFIED IN THE RELATED OPTION
MULTIPLIED BY THE NUMBER OF SHARES INTO WHICH THE RELATED SAR IS EXERCISABLE.
5
ARTICLE 6.
RESTRICTED SHARES AND RESTRICTED SHARE UNITS
6.1.
RESTRICTED SHARE AWARDS.
(A) GRANT.
THE
COMMITTEE MAY GRANT TO ANY PARTICIPANT (I) SHARES (TOGETHER WITH CASH DIVIDEND
EQUIVALENTS