WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION.
THE
COMMITTEE MAY IMPOSE SUCH ADDITIONAL RESTRICTIONS ON ANY SHARES OF STOCK ISSUED
IN SETTLEMENT OF CASH-BASED AWARDS AND OTHER STOCK-BASED AWARDS AS IT MAY DEEM
ADVISABLE, INCLUDING, WITHOUT LIMITATION, MINIMUM HOLDING PERIOD REQUIREMENTS,
RESTRICTIONS UNDER APPLICABLE FEDERAL SECURITIES LAWS, UNDER THE REQUIREMENTS OF
ANY STOCK EXCHANGE OR MARKET UPON WHICH SUCH SHARES OF STOCK ARE THEN LISTED
AND/OR TRADED, OR UNDER ANY STATE SECURITIES LAWS APPLICABLE TO SUCH SHARES OF
STOCK.
13.
STANDARD FORMS OF AWARD AGREEMENT.
13.1
AWARD AGREEMENTS.
EACH AWARD SHALL COMPLY WITH AND BE SUBJECT TO
THE TERMS AND CONDITIONS SET FORTH IN THE APPROPRIATE FORM OF AWARD AGREEMENT
APPROVED BY THE COMMITTEE AND AS AMENDED FROM TIME TO TIME.
ANY AWARD AGREEMENT
MAY CONSIST OF AN APPROPRIATE FORM OF NOTICE OF GRANT AND A FORM OF AGREEMENT
INCORPORATED THEREIN BY REFERENCE, OR SUCH OTHER FORM OR FORMS, INCLUDING
ELECTRONIC MEDIA, AS THE COMMITTEE MAY APPROVE FROM TIME TO TIME.
13.2
AUTHORITY TO VARY TERMS.
THE COMMITTEE SHALL HAVE THE AUTHORITY
FROM TIME TO TIME TO VARY THE TERMS OF ANY STANDARD FORM OF AWARD AGREEMENT
EITHER IN CONNECTION WITH THE GRANT OR AMENDMENT OF AN INDIVIDUAL AWARD OR IN
CONNECTION WITH THE AUTHORIZATION OF A NEW STANDARD FORM OR FORMS; PROVIDED,
HOWEVER, THAT THE TERMS AND CONDITIONS OF ANY SUCH NEW, REVISED OR AMENDED
STANDARD FORM OR FORMS OF AWARD AGREEMENT ARE NOT INCONSISTENT WITH THE TERMS OF
THE PLAN.
24
14.
CHANGE IN CONTROL.
SUBJECT TO THE REQUIREMENTS AND LIMITATIONS OF
SECTION 409A IF APPLICABLE, THE COMMITTEE MAY PROVIDE FOR ANY ONE OR MORE OF THE
FOLLOWING:
14.1
ACCELERATED VESTING.
THE COMMITTEE MAY, IN ITS DISCRETION, PROVIDE
IN ANY AWARD AGREEMENT OR, IN THE EVENT OF A CHANGE IN CONTROL, MAY TAKE SUCH
ACTIONS AS IT DEEMS APPROPRIATE TO PROVIDE FOR THE ACCELERATION OF THE
EXERCISABILITY, VESTING AND/OR SETTLEMENT IN CONNECTION WITH SUCH CHANGE IN
CONTROL OF EACH OR ANY OUTSTANDING AWARD OR PORTION THEREOF AND SHARES ACQUIRED
PURSUANT THERETO UPON SUCH CONDITIONS, INCLUDING TERMINATION OF THE
PARTICIPANT'S SERVICE PRIOR TO, UPON, OR FOLLOWING SUCH CHANGE IN CONTROL, TO
SUCH EXTENT AS THE COMMITTEE SHALL DETERMINE.
14.2
ASSUMPTION, CONTINUATION OR SUBSTITUTION.
IN THE EVENT OF A CHANGE
IN CONTROL, THE SURVIVING, CONTINUING, SUCCESSOR, OR PURCHASING CORPORATION OR
OTHER BUSINESS ENTITY OR PARENT THEREOF, AS THE CASE MAY BE (THE "ACQUIROR"),
MAY, WITHOUT THE CONSENT OF ANY PARTICIPANT, EITHER ASSUME OR CONTINUE THE
COMPANY'S RIGHTS AND OBLIGATIONS UNDER EACH OR ANY AWARD OR PORTION THEREOF
OUTSTANDING IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL OR SUBSTITUTE FOR EACH OR
ANY SUCH OUTSTANDING AWARD OR PORTION THEREOF A SUBSTANTIALLY EQUIVALENT AWARD
WITH RESPECT TO THE ACQUIROR'S STOCK, AS APPLICABLE.
FOR PURPOSES OF THIS
SECTION, IF SO DETERMINED BY THE COMMITTEE, IN ITS DISCRETION, AN AWARD
DENOMINATED IN SHARES OF STOCK SHALL BE DEEMED ASSUMED IF, FOLLOWING THE CHANGE
IN CONTROL, THE AWARD CONFERS THE RIGHT TO RECEIVE, SUBJECT TO THE TERMS AND
CONDITIONS OF THE PLAN AND