THE TIME PERIOD PRESCRIBED BY, AND SHALL OTHERWISE COMPLY WITH THE REQUIREMENTS
OF, SECTION 162(M).
SUBJECT TO THE TERMS OF THE PLAN AND ANY APPLICABLE AWARD
AGREEMENT, THE PERFORMANCE GOALS TO BE ACHIEVED DURING ANY PERFORMANCE PERIOD,
THE LENGTH OF ANY PERFORMANCE PERIOD, THE AMOUNT OF ANY PERFORMANCE AWARD
GRANTED, THE AMOUNT OF ANY PAYMENT OR TRANSFER TO BE MADE PURSUANT TO ANY
PERFORMANCE AWARD, AND ANY OTHER TERMS AND CONDITIONS OF ANY PERFORMANCE AWARD
SHALL BE DETERMINED BY THE COMMITTEE.
8
THE COMMITTEE SHALL ALSO CERTIFY IN WRITING THAT SUCH PERFORMANCE GOALS HAVE
BEEN MET PRIOR TO PAYMENT OF THE PERFORMANCE AWARDS TO THE EXTENT REQUIRED BY
SECTION 162(M).
(F)
STOCK AWARDS.
THE COMMITTEE MAY GRANT
SHARES WITHOUT RESTRICTIONS THEREON, BUT ONLY FOR THE PURPOSE OF PAYING ANNUAL
INCENTIVE COMPENSATION EARNED BY AN ELIGIBLE PERSON THAT OTHERWISE WOULD HAVE
BEEN PAID IN CASH BY THE COMPANY.
SUBJECT TO THE TERMS OF THE PLAN, STOCK
AWARDS MAY HAVE SUCH TERMS AND CONDITIONS AS THE COMMITTEE SHALL DETERMINE.
(G)
OTHER STOCK-BASED AWARDS.
THE COMMITTEE MAY
GRANT SUCH OTHER AWARDS THAT ARE DENOMINATED OR PAYABLE IN, VALUED IN WHOLE OR
IN PART BY REFERENCE TO, OR OTHERWISE BASED ON OR RELATED TO, SHARES (INCLUDING,
WITHOUT LIMITATION, SECURITIES CONVERTIBLE INTO SHARES), AS ARE DEEMED BY THE
COMMITTEE TO BE CONSISTENT WITH THE PURPOSE OF THE PLAN.
THE COMMITTEE SHALL
DETERMINE THE TERMS AND CONDITIONS OF SUCH AWARDS, SUBJECT TO THE TERMS OF THE
PLAN AND THE AWARD AGREEMENT.
SHARES, OR OTHER SECURITIES DELIVERED PURSUANT TO
A PURCHASE RIGHT GRANTED UNDER THIS SECTION 6(G), SHALL BE PURCHASED FOR
CONSIDERATION HAVING A VALUE EQUAL TO AT LEAST 100% OF THE FAIR MARKET VALUE OF
SUCH SHARES OR OTHER SECURITIES ON THE DATE THE PURCHASE RIGHT IS GRANTED.
(H)
GENERAL.
(I)
CONSIDERATION FOR AWARDS.
AWARDS MAY BE
GRANTED FOR NO CASH CONSIDERATION OR FOR ANY CASH OR OTHER CONSIDERATION AS MAY
BE DETERMINED BY THE COMMITTEE OR REQUIRED BY APPLICABLE LAW.
(II)
AWARDS MAY BE GRANTED SEPARATELY OR
TOGETHER.
AWARDS MAY, IN THE DISCRETION OF THE COMMITTEE, BE GRANTED EITHER
ALONE OR IN ADDITION TO, IN TANDEM WITH OR IN SUBSTITUTION FOR ANY OTHER AWARD
OR ANY AWARD GRANTED UNDER ANY OTHER PLAN OF THE COMPANY OR ANY AFFILIATE.
AWARDS GRANTED IN ADDITION TO OR IN TANDEM WITH OTHER AWARDS OR IN ADDITION TO
OR IN TANDEM WITH AWARDS GRANTED UNDER ANY OTHER PLAN OF THE COMPANY OR ANY
AFFILIATE MAY BE GRANTED EITHER AT THE SAME TIME AS OR AT A DIFFERENT TIME FROM
THE GRANT OF SUCH OTHER AWARDS OR AWARDS.
(III)
FORMS OF PAYMENT UNDER AWARDS.
SUBJECT TO
THE TERMS OF THE PLAN AND OF ANY APPLICABLE AWARD AGREEMENT, PAYMENTS OR
TRANSFERS TO BE MADE BY THE COMPANY OR AN AFFILIATE UPON THE GRANT, EXERCISE OR
PAYMENT OF AN AWARD MAY BE MADE IN SUCH FORM OR FORMS AS THE COMMITTEE SHALL
DETERMINE (INCLUDING, WITHOUT LIMITATION, CASH, SHARES, OTHER SECURITIES, OTHER
AWARDS OR OTHER PROPERTY, OR ANY COMBINATION THEREOF), AND MAY BE