CRITERIA APPLICABLE TO THE PERFORMANCE
PERIOD, (C) ESTABLISH 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.
9.4
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.
IN DETERMINING THE AMOUNT EARNED UNDER A PERFORMANCE-BASED AWARD, THE COMMITTEE
MAY REDUCE OR ELIMINATE THE AMOUNT OF THE PERFORMANCE-BASED AWARD EARNED FOR THE
PERFORMANCE PERIOD, IF IN ITS SOLE AND ABSOLUTE DISCRETION, SUCH REDUCTION OR
ELIMINATION IS APPROPRIATE.
9.5
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.
10
ARTICLE 10
PROVISIONS APPLICABLE TO AWARDS
10.1
STAND-ALONE AND TANDEM AWARDS.
AWARDS GRANTED
PURSUANT TO THE PLAN MAY, IN THE DISCRETION OF THE COMMITTEE, BE GRANTED EITHER
ALONE, IN ADDITION TO, OR IN TANDEM WITH, ANY OTHER AWARD GRANTED PURSUANT TO
THE PLAN.
AWARDS GRANTED IN ADDITION TO OR IN TANDEM WITH OTHER AWARDS MAY BE
GRANTED EITHER AT THE SAME TIME AS OR AT A DIFFERENT TIME FROM THE GRANT OF SUCH
OTHER AWARDS.
10.2
AWARD AGREEMENT.
AWARDS UNDER THE PLAN SHALL BE
EVIDENCED BY AWARD AGREEMENTS THAT SET FORTH THE TERMS, CONDITIONS AND
LIMITATIONS FOR EACH AWARD WHICH MAY INCLUDE THE TERM OF AN AWARD, THE
PROVISIONS APPLICABLE IN THE EVENT THE PARTICIPANT'S EMPLOYMENT OR SERVICE
TERMINATES, AND THE COMPANY'S AUTHORITY TO UNILATERALLY OR BILATERALLY AMEND,
MODIFY, SUSPEND, CANCEL OR RESCIND AN AWARD.
10.3
LIMITS ON TRANSFER.
NO RIGHT OR INTEREST OF A
PARTICIPANT IN ANY AWARD MAY BE PLEDGED, ENCUMBERED, OR HYPOTHECATED TO OR IN
FAVOR OF ANY PARTY OTHER