ANY SUCH DIVIDENDS OR
DISTRIBUTIONS ARE PAID IN SHARES, THE SHARES SHALL BE DEPOSITED WITH THE COMPANY
AND SHALL BE SUBJECT TO THE SAME RESTRICTIONS ON TRANSFERABILITY AND
FORFEITABILITY AS THE SHARES OF RESTRICTED STOCK WITH RESPECT TO WHICH THEY WERE
PAID.
6.8
PERFORMANCE GOALS AND PERFORMANCE PERIODS.
THE COMMITTEE MAY GRANT STOCK
AWARDS THAT BECOME EARNED IF THE PARTICIPANT ACHIEVES THE APPLICABLE PERFORMANCE
GOALS DURING AND IN RESPECT OF THE DESIGNATED PERFORMANCE PERIOD.
THE
PERFORMANCE GOALS AND THE PERFORMANCE PERIOD SHALL BE ESTABLISHED BY THE
COMMITTEE, IN ITS SOLE DISCRETION.
THE COMMITTEE SHALL ESTABLISH PERFORMANCE
GOALS FOR EACH PERFORMANCE PERIOD PRIOR TO, OR AS SOON AS PRACTICABLE AFTER, THE
COMMENCEMENT OF SUCH PERFORMANCE PERIOD.
THE COMMITTEE SHALL ALSO ESTABLISH A
SCHEDULE OR SCHEDULES FOR THE STOCK AWARDS SETTING FORTH THE PORTION OF THE
AWARD WHICH WILL BE EARNED OR
8
FORFEITED BASED ON THE DEGREE OF ACHIEVEMENT, OR LACK THEREOF, OF THE
PERFORMANCE GOALS AT THE END OF THE RELEVANT PERFORMANCE PERIOD.
THE
PERFORMANCE GOALS SHALL BE DEFINED AS TO THEIR RESPECTIVE COMPONENTS AND MEANING
BY THE COMMITTEE (IN ITS SOLE DISCRETION).
DURING ANY PERFORMANCE PERIOD, THE
COMMITTEE SHALL HAVE THE AUTHORITY TO ADJUST THE PERFORMANCE GOALS AND/OR THE
PERFORMANCE PERIOD IN SUCH MANNER AS THE COMMITTEE, IN ITS SOLE DISCRETION,
DEEMS APPROPRIATE AT ANY TIME AND FROM TIME TO TIME.
THE PAYOUT OF ANY SUCH
AWARD MAY BE ADJUSTED AT THE DISCRETION OF THE COMMITTEE.
ARTICLE VII
STOCK APPRECIATION RIGHTS
7.1
GRANT OF SARS.
SUBJECT TO THE PROVISIONS OF THE PLAN, SARS MAY BE GRANTED
TO SUCH PARTICIPANTS AT SUCH TIMES, AND SUBJECT TO SUCH TERMS AND CONDITIONS, AS
SHALL BE DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION; PROVIDED, HOWEVER,
THAT ANY TANDEM SAR (I.E., A SAR GRANTED IN TANDEM WITH AN OPTION) RELATED TO AN
INCENTIVE STOCK OPTION SHALL BE GRANTED AT THE SAME TIME THAT SUCH INCENTIVE
STOCK OPTION IS GRANTED.
7.2
BASE PRICE AND OTHER TERMS.
THE COMMITTEE, SUBJECT TO THE PROVISIONS OF
THE PLAN, SHALL HAVE COMPLETE DISCRETION TO DETERMINE THE TERMS AND CONDITIONS
OF SARS GRANTED UNDER THE PLAN.
WITHOUT LIMITING THE FOREGOING, THE BASE PRICE
WITH RESPECT TO SHARES SUBJECT TO A TANDEM SAR SHALL BE THE SAME AS THE EXERCISE
PRICE WITH RESPECT TO THE SHARES SUBJECT TO THE RELATED OPTION.
7.3
SAR AGREEMENT.
EACH SAR GRANT SHALL BE EVIDENCED BY AN AWARD AGREEMENT
THAT SHALL SPECIFY THE BASE PRICE (WHICH SHALL NOT BE LESS THAN ONE HUNDRED
PERCENT (100%) OF THE FAIR MARKET VALUE OF A SHARE ON THE GRANT DATE), THE TERM
OF THE SAR, THE CONDITIONS OF EXERCISE, AND SUCH OTHER TERMS AND CONDITIONS AS
THE COMMITTEE, IN ITS SOLE DISCRETION, SHALL DETERMINE.
7.4
EXPIRATION DATES.
EACH SAR SHALL TERMINATE NO LATER THAN THE TENTH
ANNIVERSARY OF ITS GRANT DATE; PROVIDED, HOWEVER, THAT THE EXPIRATION DATE WITH
RESPECT TO A TANDEM SAR SHALL NOT BE LATER THAN THE EXPIRATION DATE OF THE
RELATED OPTION.
7.5
PAYMENT OF SAR AMOUNT.
UNLESS OTHERWISE SPECIFIED IN THE AWARD AGREEMENT