PLAN, THE MAXIMUM NUMBER
OF SHARES OF COMMON STOCK THAT WILL BE AVAILABLE FOR ISSUANCE UNDER THE PLAN
WILL BE 1,000,000.
THE SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN MAY, AT THE
ELECTION OF THE COMMITTEE, BE EITHER TREASURY SHARES OR SHARES AUTHORIZED BUT
UNISSUED, AND, IF TREASURY SHARES ARE USED, ALL REFERENCES IN THE PLAN TO THE
ISSUANCE OF SHARES WILL, FOR CORPORATE LAW PURPOSES, BE
4
DEEMED TO MEAN THE TRANSFER OF SHARES FROM TREASURY.
NOTWITHSTANDING ANY OTHER
PROVISIONS OF THE PLAN TO THE CONTRARY, (I) NO PARTICIPANT IN THE PLAN MAY BE
GRANTED ANY INCENTIVE AWARDS RELATING TO MORE THAN 200,000 SHARES OF COMMON
STOCK IN THE AGGREGATE DURING ANY FISCAL YEAR OF THE COMPANY AND (II) NO MORE
THAN 100,000 SHARES OF COMMON STOCK MAY BE GRANTED AS RESTRICTED STOCK AWARDS
UNDER THE PLAN; PROVIDED, HOWEVER, THAT A PARTICIPANT WHO IS FIRST APPOINTED OR
ELECTED AS AN OFFICER, HIRED AS AN EMPLOYEE BY THE COMPANY OR WHO RECEIVES A
PROMOTION THAT RESULTS IN AN INCREASE IN RESPONSIBILITIES OR DUTIES MAY BE
GRANTED, DURING THE FISCAL YEAR OF SUCH APPOINTMENT, ELECTION, HIRING, RETENTION
OR PROMOTION, INCENTIVE AWARDS RELATING TO UP TO 400,000 SHARES OF COMMON STOCK
(SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 4.3 OF THE PLAN).
4.2.
ACCOUNTING FOR INCENTIVE AWARDS.
SHARES OF COMMON STOCK THAT ARE ISSUED
UNDER THE PLAN OR THAT ARE SUBJECT TO OUTSTANDING INCENTIVE AWARDS WILL BE
APPLIED TO REDUCE THE MAXIMUM NUMBER OF SHARES OF COMMON STOCK REMAINING
AVAILABLE FOR ISSUANCE UNDER THE PLAN; PROVIDED, HOWEVER, THAT SHARES SUBJECT TO
AN INCENTIVE AWARD THAT LAPSES, EXPIRES, IS FORFEITED (INCLUDING ISSUED SHARES
FORFEITED UNDER A RESTRICTED STOCK AWARD) OR FOR ANY REASON IS TERMINATED
UNEXERCISED OR UNVESTED OR IS SETTLED OR PAID IN CASH OR ANY FORM OTHER THAN
SHARES OF COMMON STOCK WILL AUTOMATICALLY AGAIN BECOME AVAILABLE FOR ISSUANCE
UNDER THE PLAN.
TO THE EXTENT THAT THE EXERCISE PRICE OF ANY OPTION AND/OR
ASSOCIATED TAX WITHHOLDING OBLIGATIONS ARE PAID BY TENDER OR ATTESTATION AS TO
OWNERSHIP OF PREVIOUSLY ACQUIRED SHARES, OR TO THE EXTENT THAT SUCH TAX
WITHHOLDING OBLIGATIONS ARE SATISFIED BY WITHHOLDING OF SHARES OTHERWISE
ISSUABLE UPON EXERCISE OF THE OPTION, ONLY THE NUMBER OF SHARES OF COMMON STOCK
ISSUED NET OF THE NUMBER OF SHARES TENDERED, ATTESTED TO OR WITHHELD WILL BE
APPLIED TO REDUCE THE MAXIMUM NUMBER OF SHARES OF COMMON STOCK REMAINING
AVAILABLE FOR ISSUANCE UNDER THE PLAN.
4.3.
ADJUSTMENTS TO SHARES AND INCENTIVE AWARDS.
IN THE EVENT OF ANY
REORGANIZATION, MERGER, CONSOLIDATION, RECAPITALIZATION, LIQUIDATION,
RECLASSIFICATION, STOCK DIVIDEND, STOCK SPLIT, COMBINATION OF SHARES, RIGHTS
OFFERING, DIVESTITURE OR EXTRAORDINARY DIVIDEND (INCLUDING A SPIN-OFF) OR ANY
OTHER CHANGE IN THE CORPORATE STRUCTURE OR SHARES OF THE COMPANY, THE COMMITTEE
(OR, IF THE COMPANY IS NOT THE SURVIVING CORPORATION IN ANY SUCH TRANSACTION,
THE BOARD OF DIRECTORS OF THE SURVIVING CORPORATION) WILL MAKE APPROPRIATE
ADJUSTMENT (WHICH DETERMINATION WILL BE CONCLUSIVE) AS TO THE NUMBER AND KIND OF
SECURITIES OR OTHER PROPERTY (INCLUDING CASH) AVAILABLE FOR ISSUANCE OR PAYMENT
UNDER