FOLLOWING: (I) INCREASE IN SHARE PRICE, (II) EARNINGS
PER SHARE, (III) TOTAL STOCKHOLDER RETURN, (IV) OPERATING MARGIN, (V) GROSS
MARGIN, (VI) RETURN ON EQUITY, (VII) RETURN ON ASSETS, (VIII) RETURN ON
INVESTMENT, (IX) OPERATING INCOME, (X) NET OPERATING INCOME, (XI) PRE-TAX
PROFIT, (XII) CASH FLOW, (XIII) REVENUE, (XIV) EXPENSES, (XV) EARNINGS BEFORE
INTEREST, TAXES AND DEPRECIATION, (XVI) ECONOMIC VALUE ADDED, (XVII) MARKET
SHARE, (XVIII) GROSS PROFIT, (XIX) GROWTH IN SALES AND (XX) SALES TARGETS. THE
PERFORMANCE CRITERIA MAY BE APPLICABLE TO THE COMPANY, RELATED ENTITIES AND/OR
ANY INDIVIDUAL BUSINESS UNITS OF THE COMPANY OR ANY RELATED ENTITY. PARTIAL
ACHIEVEMENT OF THE SPECIFIED CRITERIA MAY RESULT IN A PAYMENT OR VESTING
CORRESPONDING TO THE DEGREE OF ACHIEVEMENT AS SPECIFIED IN THE AWARD AGREEMENT.
(D)
ACQUISITIONS AND OTHER TRANSACTIONS. THE
ADMINISTRATOR MAY ISSUE AWARDS UNDER THE PLAN IN SETTLEMENT, ASSUMPTION OR
SUBSTITUTION FOR, OUTSTANDING AWARDS OR OBLIGATIONS TO GRANT FUTURE AWARDS IN
CONNECTION WITH THE COMPANY OR A RELATED ENTITY ACQUIRING ANOTHER ENTITY, AN
INTEREST IN ANOTHER ENTITY OR AN ADDITIONAL INTEREST IN A RELATED ENTITY WHETHER
BY MERGER, STOCK PURCHASE, ASSET PURCHASE OR OTHER FORM OF TRANSACTION.
(E)
DEFERRAL OF AWARD PAYMENT. THE
ADMINISTRATOR MAY ESTABLISH ONE OR MORE PROGRAMS UNDER THE PLAN TO PERMIT
SELECTED GRANTEES THE OPPORTUNITY TO ELECT TO DEFER RECEIPT OF CONSIDERATION
UPON EXERCISE OF AN AWARD, SATISFACTION OF PERFORMANCE CRITERIA, OR OTHER EVENT
THAT ABSENT THE ELECTION WOULD ENTITLE THE GRANTEE TO PAYMENT OR RECEIPT OF
SHARES OR OTHER CONSIDERATION UNDER AN AWARD. THE ADMINISTRATOR MAY ESTABLISH
THE ELECTION PROCEDURES, THE TIMING OF SUCH ELECTIONS, THE MECHANISMS FOR
PAYMENTS OF, AND ACCRUAL OF INTEREST OR OTHER EARNINGS, IF ANY, ON AMOUNTS,
SHARES OR OTHER CONSIDERATION SO DEFERRED, AND SUCH OTHER TERMS, CONDITIONS,
RULES AND PROCEDURES THAT THE ADMINISTRATOR DEEMS ADVISABLE FOR THE
ADMINISTRATION OF ANY SUCH DEFERRAL PROGRAM.
(F)
SEPARATE PROGRAMS. THE ADMINISTRATOR
MAY ESTABLISH ONE OR MORE SEPARATE PROGRAMS UNDER THE PLAN FOR THE PURPOSE OF
ISSUING PARTICULAR FORMS OF AWARDS TO ONE OR MORE CLASSES OF GRANTEES ON SUCH
TERMS AND CONDITIONS AS DETERMINED BY THE ADMINISTRATOR FROM TIME TO TIME.
(G)
INDIVIDUAL LIMITATIONS ON AWARDS.
(I)
INDIVIDUAL LIMIT FOR OPTIONS AND SARS.
THE MAXIMUM NUMBER OF SHARES WITH RESPECT TO WHICH OPTIONS AND SARS MAY BE
GRANTED TO ANY GRANTEE IN ANY CALENDAR YEAR SHALL BE 1,000,000 SHARES. IN
CONNECTION WITH A GRANTEE'S COMMENCEMENT OF CONTINUOUS SERVICE, A GRANTEE MAY BE
GRANTED OPTIONS AND SARS FOR UP TO AN ADDITIONAL 500,000 SHARES WHICH SHALL NOT
COUNT AGAINST THE LIMIT SET FORTH IN THE PREVIOUS SENTENCE. THE FOREGOING
LIMITATIONS SHALL BE ADJUSTED PROPORTIONATELY IN CONNECTION WITH ANY CHANGE IN
THE COMPANY'S CAPITALIZATION PURSUANT TO SECTION 10, BELOW. TO THE EXTENT
REQUIRED BY SECTION 162(M) OF THE CODE OR THE REGULATIONS THEREUNDER, IN
APPLYING THE FOREGOING LIMITATIONS WITH RESPECT TO A
9
GRANTEE, IF ANY OPTION OR SAR IS CANCELED, THE CANCELED OPTION OR SAR SHALL
CONTINUE TO COUNT AGAINST THE MAXIMUM NUMBER OF SHARES WITH RESPECT TO WHICH
OPTIONS AND SARS MAY BE