OF AN APPRECIATION RIGHT MAY BE PAID BY THE COMPANY IN CASH,
IN COMMON SHARES OR IN ANY COMBINATION THEREOF AND MAY EITHER GRANT TO THE
PARTICIPANT OR RETAIN IN THE BOARD THE RIGHT TO ELECT AMONG THOSE ALTERNATIVES.
(II)
ANY GRANT MAY SPECIFY THAT THE AMOUNT
PAYABLE ON EXERCISE OF AN APPRECIATION RIGHT MAY NOT EXCEED A MAXIMUM SPECIFIED
BY THE BOARD AT THE DATE OF GRANT.
(III)
ANY GRANT MAY SPECIFY WAITING PERIODS BEFORE
EXERCISE AND PERMISSIBLE EXERCISE DATES OR PERIODS; PROVIDED, HOWEVER, THAT
APPRECIATION RIGHTS MAY NOT BECOME EXERCISABLE BY THE PASSAGE OF TIME SOONER
THAN ONE-THIRD PER YEAR OVER THREE YEARS.
(IV)
ANY GRANT MAY PROVIDE FOR THE PAYMENT TO THE
PARTICIPANT OF DIVIDEND EQUIVALENTS THEREON IN CASH OR COMMON SHARES ON A
CURRENT, DEFERRED OR CONTINGENT BASIS.
(V)
ANY GRANT OF APPRECIATION RIGHTS MAY SPECIFY
MANAGEMENT OBJECTIVES THAT MUST BE ACHIEVED AS A CONDITION OF THE EXERCISE OF
SUCH APPRECIATION RIGHTS; PROVIDED, HOWEVER, THAT APPRECIATION RIGHTS THAT
BECOME EXERCISABLE UPON THE ACHIEVEMENT OF MANAGEMENT OBJECTIVES MAY NOT BECOME
EXERCISABLE SOONER THAN ONE YEAR FROM THE DATE OF GRANT.
(VI)
ANY GRANT MAY SPECIFY THAT SUCH APPRECIATION
RIGHT MAY BE EXERCISED IN THE EVENT OF, OR EARLIER IN THE EVENT OF, THE
RETIREMENT, DEATH OR DISABILITY OF A PARTICIPANT.
(VII)
EACH GRANT OF APPRECIATION RIGHTS WILL BE
EVIDENCED BY AN EVIDENCE OF AWARD, WHICH EVIDENCE OF AWARD WILL DESCRIBE SUCH
APPRECIATION RIGHTS, IDENTIFY THE RELATED OPTION RIGHTS (IF APPLICABLE), AND
CONTAIN
10
SUCH OTHER TERMS AND PROVISIONS, CONSISTENT WITH THIS PLAN, AS THE BOARD MAY
APPROVE.
(C)
ANY GRANT OF TANDEM APPRECIATION RIGHTS WILL PROVIDE THAT SUCH
TANDEM APPRECIATION RIGHTS MAY BE EXERCISED ONLY AT A TIME WHEN THE RELATED
OPTION RIGHT IS ALSO EXERCISABLE AND AT A TIME WHEN THE SPREAD IS POSITIVE, AND
BY SURRENDER OF THE RELATED OPTION RIGHT FOR CANCELLATION.
(D)
REGARDING FREE-STANDING APPRECIATION RIGHTS ONLY:
(I)
EACH GRANT WILL SPECIFY IN RESPECT OF
EACH FREE-STANDING APPRECIATION RIGHT A BASE PRICE, WHICH WILL BE EQUAL TO OR
GREATER THAN THE MARKET VALUE PER SHARE ON THE DAY IMMEDIATELY PRECEDING THE
DATE OF GRANT;
(II)
SUCCESSIVE GRANTS MAY BE MADE TO THE SAME
PARTICIPANT REGARDLESS OF WHETHER ANY FREE-STANDING APPRECIATION RIGHTS
PREVIOUSLY GRANTED TO THE PARTICIPANT REMAIN UNEXERCISED; AND
(III)
NO FREE-STANDING APPRECIATION RIGHT GRANTED
UNDER THIS PLAN MAY BE EXERCISED MORE THAN 10 YEARS FROM THE DATE OF GRANT.
SECTION 4.3.
RESTRICTED STOCK.
THE BOARD MAY ALSO AUTHORIZE THE GRANT OR SALE
OF RESTRICTED STOCK TO PARTICIPANTS. EACH SUCH GRANT OR SALE MAY UTILIZE ANY OR
ALL OF THE AUTHORIZATIONS, AND WILL BE SUBJECT TO ALL OF THE REQUIREMENTS,
CONTAINED IN THE FOLLOWING PROVISIONS:
(A)
EACH SUCH GRANT OR SALE WILL CONSTITUTE AN IMMEDIATE TRANSFER OF
THE OWNERSHIP OF COMMON SHARES TO THE PARTICIPANT IN CONSIDERATION OF THE
PERFORMANCE OF SERVICES, ENTITLING SUCH PARTICIPANT TO VOTING, DIVIDEND AND
OTHER OWNERSHIP RIGHTS, BUT SUBJECT TO THE SUBSTANTIAL RISK OF FORFEITURE AND
RESTRICTIONS ON TRANSFER HEREINAFTER REFERRED TO.
(B)
EACH SUCH GRANT OR