PERFORMANCE AWARD; PROVIDED, HOWEVER, THAT SUCH AMENDMENT MAY
NOT ADVERSELY AFFECT EXISTING PERFORMANCE AWARDS MADE WITHIN A PERFORMANCE
PERIOD COMMENCING PRIOR TO IMPLEMENTATION OF THE AMENDMENT.
(C)
PAYMENT OF PERFORMANCE AWARDS.
PERFORMANCE AWARDS MAY BE PAID
IN A LUMP SUM OR IN INSTALLMENTS FOLLOWING THE CLOSE OF THE PERFORMANCE PERIOD
OR, IN ACCORDANCE WITH
14
THE PROCEDURES ESTABLISHED BY THE BOARD, ON A DEFERRED BASIS.
TERMINATION OF
EMPLOYMENT PRIOR TO THE END OF ANY PERFORMANCE PERIOD, OTHER THAN FOR REASONS OF
DEATH OR DISABILITY, WILL RESULT IN THE FORFEITURE OF THE PERFORMANCE AWARD, AND
NO PAYMENTS WILL BE MADE.
A PARTICIPANT'S RIGHTS TO ANY PERFORMANCE AWARD MAY
NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
ENCUMBERED OR DISPOSED OF IN ANY MANNER, EXCEPT BY WILL OR THE LAWS OF DESCENT
AND DISTRIBUTION, AND/OR EXCEPT AS THE BOARD MAY DETERMINE AT OR AFTER GRANT.
SECTION 9.
OTHER SHARE-BASED AWARDS.
THE BOARD SHALL HAVE THE
AUTHORITY TO DETERMINE THE PARTICIPANTS WHO SHALL RECEIVE AN OTHER SHARE-BASED
AWARD, WHICH SHALL CONSIST OF ANY RIGHT THAT IS (I) NOT AN AWARD DESCRIBED IN
SECTION 6 OR SECTION 7 ABOVE AND (II) AN AWARD OF SHARES OR AN AWARD 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 DEEMED BY THE BOARD TO BE CONSISTENT WITH THE PURPOSES OF THE
PLAN.
SUBJECT TO THE TERMS OF THE PLAN AND ANY APPLICABLE AWARD AGREEMENT, THE
BOARD SHALL DETERMINE THE TERMS AND CONDITIONS OF ANY SUCH OTHER SHARE-BASED
AWARD.
SECTION 10.
NON-EMPLOYEE TRUSTEE AWARDS.
THE BOARD MAY PROVIDE THAT
ALL OR A PORTION OF A NON-EMPLOYEE TRUSTEE'S ANNUAL RETAINER, MEETING FEES
AND/OR OTHER AWARDS OR COMPENSATION AS DETERMINED BY THE BOARD, BE PAYABLE
(EITHER AUTOMATICALLY OR AT THE ELECTION OF A NON-EMPLOYEE TRUSTEE) IN THE FORM
OF NON-QUALIFIED STOCK OPTIONS, RESTRICTED SHARES, RESTRICTED SHARE UNITS AND/OR
OTHER SHARE-BASED AWARDS, INCLUDING UNRESTRICTED SHARES.
THE BOARD SHALL
DETERMINE THE TERMS AND CONDITIONS OF ANY SUCH AWARDS, INCLUDING THE TERMS AND
CONDITIONS WHICH SHALL APPLY UPON A TERMINATION OF THE NON-EMPLOYEE TRUSTEE'S
SERVICE AS A MEMBER OF THE BOARD, AND SHALL HAVE FULL POWER AND AUTHORITY IN ITS
DISCRETION TO ADMINISTER SUCH AWARDS, SUBJECT TO THE TERMS OF THE PLAN AND
APPLICABLE LAW.
SUBJECT TO APPLICABLE LEGAL REQUIREMENTS, THE BOARD MAY ALSO
GRANT AWARDS TO NON-EMPLOYEE TRUSTEES PURSUANT TO THE TERMS OF THE PLAN,
INCLUDING ANY AWARD DESCRIBED IN SECTION 6, SECTION 7 OR SECTION 9 ABOVE.
SECTION 11.
PROVISIONS APPLICABLE TO COVERED OFFICERS AND PERFORMANCE
AWARDS.
(A)
NOTWITHSTANDING ANYTHING IN THE PLAN TO THE CONTRARY, UNLESS
THE BOARD DETERMINES THAT A PERFORMANCE AWARD TO BE GRANTED TO A COVERED OFFICER
SHOULD NOT QUALIFY AS "PERFORMANCE-BASED COMPENSATION" FOR PURPOSES OF
SECTION 162(M), PERFORMANCE AWARDS GRANTED TO COVERED OFFICERS SHALL BE SUBJECT
TO THE TERMS AND PROVISIONS OF THIS SECTION 11.
ACCORDINGLY, UNLESS OTHERWISE
DETERMINED BY THE BOARD, IF ANY PROVISION OF THE PLAN OR ANY AWARD AGREEMENT
RELATING