AND/OR THE PARTICIPANT RECEIVING THE AWARD UNLESS
SPECIFICALLY SO PROVIDED IN THE AWARD AGREEMENT. AWARD AGREEMENTS MAY BE AMENDED
ONLY IN ACCORDANCE WITH SECTION 12.
5
SECTION 3.
COMMON STOCK SUBJECT TO PLAN
(A)
MAXIMUM NUMBER OF SHARES. THE MAXIMUM NUMBER OF SHARES THAT MAY BE
DELIVERED PURSUANT TO AWARDS UNDER THE PLAN SHALL BE 6,150,000.
(B)
RULES FOR CALCULATING SHARES DELIVERED.
(I)
TO THE EXTENT THAT ANY AWARD IS FORFEITED, OR ANY OPTION AND THE
RELATED TANDEM SAR (IF ANY) OR FREE-STANDING SAR TERMINATES, EXPIRES OR LAPSES
WITHOUT BEING EXERCISED, OR ANY AWARD IS SETTLED FOR CASH, THE SHARES SUBJECT TO
SUCH AWARDS NOT DELIVERED AS A RESULT THEREOF SHALL AGAIN BE AVAILABLE FOR
AWARDS UNDER THE PLAN.
(II)
IF THE EXERCISE PRICE OF ANY OPTION AND/OR THE TAX WITHHOLDING
OBLIGATIONS RELATING TO ANY AWARD ARE SATISFIED BY DELIVERING SHARES TO THE
COMPANY (BY EITHER ACTUAL DELIVERY OR BY ATTESTATION), ONLY THE NUMBER OF SHARES
ISSUED NET OF THE SHARES DELIVERED OR ATTESTED TO SHALL BE DEEMED DELIVERED FOR
PURPOSES OF THE LIMITS SET FORTH IN SECTION 3(A). TO THE EXTENT ANY SHARES
SUBJECT TO AN AWARD ARE WITHHELD TO SATISFY THE EXERCISE PRICE (IN THE CASE OF
AN OPTION) AND/OR THE TAX WITHHOLDING OBLIGATIONS RELATING TO SUCH AWARD, SUCH
SHARES SHALL NOT BE DEEMED TO HAVE BEEN DELIVERED FOR PURPOSES OF THE LIMITS SET
FORTH IN SECTION 3(A).
(C)
ADJUSTMENT PROVISION. IN THE EVENT OF A STOCK DIVIDEND, STOCK
SPLIT, REVERSE STOCK SPLIT, SHARE COMBINATION, OR RECAPITALIZATION OR SIMILAR
EVENT AFFECTING THE CAPITAL STRUCTURE OF THE COMPANY (EACH A "SHARE CHANGE"), OR
A MERGER, AMALGAMATION, CONSOLIDATION, ACQUISITION OF PROPERTY OR SHARES,
SEPARATION, SPINOFF, OTHER DISTRIBUTION OF STOCK OR PROPERTY (INCLUDING ANY
EXTRAORDINARY CASH OR STOCK DIVIDEND), REORGANIZATION, STOCK RIGHTS OFFERING,
LIQUIDATION, DISAFFILIATION, OR SIMILAR EVENT AFFECTING THE COMPANY OR ANY OF
ITS SUBSIDIARIES (EACH, A "CORPORATE TRANSACTION"), THE COMMITTEE OR THE BOARD
SHALL MAKE SUCH SUBSTITUTIONS OR ADJUSTMENTS AS IT DEEMS APPROPRIATE AND
EQUITABLE TO (A) THE AGGREGATE NUMBER AND KIND OF SHARES OR OTHER SECURITIES
RESERVED FOR ISSUANCE AND DELIVERY UNDER THE PLAN, (B) THE NUMBER AND KIND OF
SHARES OR OTHER SECURITIES SUBJECT TO OUTSTANDING AWARDS; AND (C) THE EXERCISE
PRICE OF OUTSTANDING OPTIONS AND STOCK APPRECIATION RIGHTS. IN THE CASE OF
CORPORATE TRANSACTIONS, SUCH ADJUSTMENTS MAY INCLUDE, WITHOUT LIMITATION, (1)
THE CANCELLATION OF OUTSTANDING AWARDS IN EXCHANGE FOR PAYMENTS OF CASH,
PROPERTY OR A COMBINATION THEREOF HAVING AN AGGREGATE VALUE EQUAL TO THE VALUE
OF SUCH AWARDS, AS DETERMINED BY THE COMMITTEE OR THE BOARD IN ITS SOLE
DISCRETION (IT BEING UNDERSTOOD THAT IN THE CASE OF A CORPORATE TRANSACTION WITH
RESPECT TO WHICH STOCKHOLDERS OF COMMON STOCK RECEIVE CONSIDERATION OTHER THAN
PUBLICLY TRADED EQUITY SECURITIES OF THE ULTIMATE SURVIVING ENTITY, ANY SUCH
DETERMINATION BY THE COMMITTEE THAT THE VALUE OF AN OPTION OR STOCK APPRECIATION
RIGHT SHALL FOR THIS PURPOSE BE DEEMED TO EQUAL THE EXCESS, IF ANY, OF THE VALUE
OF THE CONSIDERATION BEING PAID FOR EACH SHARE PURSUANT TO SUCH CORPORATE