TO WHAT EXTENT AND UNDER WHAT CIRCUMSTANCES SHARES AND
OTHER AMOUNTS PAYABLE WITH RESPECT TO AN AWARD MAY BE DEFERRED EITHER
AUTOMATICALLY OR AT THE ELECTION OF THE PARTICIPANT.
THE BOARD WILL HAVE THE AUTHORITY TO ADOPT, ALTER AND REPEAL SUCH ADMINISTRATIVE
RULES, GUIDELINES AND PRACTICES GOVERNING THE PLAN AS IT, FROM TIME TO TIME,
DEEMS ADVISABLE; TO ESTABLISH THE TERMS AND FORM OF EACH AWARD AGREEMENT; TO
INTERPRET THE TERMS AND PROVISIONS OF THE PLAN AND ANY AWARD ISSUED UNDER THE
PLAN (AND ANY AWARD AGREEMENT); AND TO OTHERWISE SUPERVISE THE ADMINISTRATION OF
THE PLAN.
THE BOARD MAY CORRECT ANY DEFECT, SUPPLY ANY OMISSION OR RECONCILE
ANY INCONSISTENCY IN THE PLAN OR IN ANY AWARD AGREEMENT IN THE MANNER AND TO THE
EXTENT IT DEEMS NECESSARY TO CARRY OUT THE INTENT OF THE PLAN.
ALL DECISIONS MADE BY THE BOARD PURSUANT TO THE PROVISIONS OF THE PLAN WILL BE
FINAL AND BINDING ON ALL PERSONS, INCLUDING THE COMPANY AND PARTICIPANTS.
NO
DIRECTOR WILL BE LIABLE FOR ANY GOOD FAITH DETERMINATION, ACT OR OMISSION IN
CONNECTION WITH THE PLAN OR ANY AWARD.
SECTION 3.
SHARES SUBJECT TO THE PLAN.
(A) SHARES SUBJECT TO THE PLAN.
THE SHARES TO BE SUBJECT TO OR RELATED TO
AWARDS UNDER THE PLAN WILL BE AUTHORIZED AND UNISSUED SHARES OF THE COMPANY,
WHETHER OR NOT PREVIOUSLY ISSUED AND SUBSEQUENTLY ACQUIRED BY THE COMPANY.
THE
MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED IN RESPECT OF AWARDS UNDER THE PLAN
IS 700,000.
THE COMPANY WILL RESERVE FOR THE PURPOSES OF THE PLAN, OUT OF ITS
AUTHORIZED AND UNISSUED SHARES, SUCH NUMBER OF SHARES.
NOTWITHSTANDING THE
FOREGOING, NO INDIVIDUAL MAY GRANTED AWARDS WITH RESPECT TO MORE THAN 200,000
SHARES IN ANY CALENDAR YEAR.
IN ADDITION, NOT MORE THAN 350,000 SHARES WILL BE
ISSUED HEREUNDER IN RESPECT OF RESTRICTED STOCK OR RESTRICTED STOCK UNITS.
(B) EFFECT OF THE EXPIRATION OR TERMINATION OF AWARDS.
IF AND TO THE EXTENT
THAT AN OPTION OR SAR EXPIRES, TERMINATES OR IS CANCELED OR FORFEITED FOR ANY
REASON WITHOUT HAVING BEEN EXERCISED IN FULL, THE SHARES ASSOCIATED WITH THAT
OPTION OR SAR WILL AGAIN BECOME AVAILABLE FOR GRANT UNDER THE PLAN.
SIMILARLY,
IF AND TO THE EXTENT AN AWARD OF RESTRICTED STOCK, RESTRICTED STOCK UNITS OR A
PERFORMANCE AWARD IS CANCELED, FORFEITED OR REPURCHASED FOR ANY REASON, THE
SHARES SUBJECT TO THAT AWARD WILL AGAIN BECOME AVAILABLE FOR GRANT UNDER THE
PLAN.
IN ADDITION, IF ANY SHARE IS WITHHELD PURSUANT TO SECTION 12(E)
4
IN SETTLEMENT OF A TAX WITHHOLDING OBLIGATION ASSOCIATED WITH AN AWARD, THAT
SHARE WILL AGAIN BECOME AVAILABLE FOR GRANT UNDER THE PLAN.
(C) OTHER ADJUSTMENT.
IN THE EVENT OF ANY RECAPITALIZATION, STOCK SPLIT OR
COMBINATION, STOCK DIVIDEND, SPIN-OFF, MERGER, REORGANIZATION OR OTHER SIMILAR
EVENT OR TRANSACTION AFFECTING THE SHARES, SUBSTITUTIONS OR ADJUSTMENTS WILL BE
MADE BY THE BOARD TO THE AGGREGATE NUMBER, CLASS AND/OR ISSUER OF THE SECURITIES
THAT MAY BE ISSUED UNDER THE PLAN, TO THE NUMBER, CLASS AND/OR ISSUER OF
SECURITIES SUBJECT TO OUTSTANDING AWARDS, AND