VESTED, CANCELED, FORFEITED OR SURRENDERED, OR, IN CONNECTION
WITH A GRANTEE'S DEATH, DISABILITY, RETIREMENT, CHANGE IN CONTROL, OR
TERMINATION OF AFFILIATION FOLLOWING A CHANGE IN CONTROL, WHETHER AND TO WHAT
EXTENT ANY TERMS OF, OR RESTRICTIONS ON, AN AWARD MAY BE WAIVED OR ACCELERATED
(INCLUDING THE ACCELERATION OF THE EXERCISABILITY OF, OR WAIVER OF ALL OF THE
TERMS AND CONDITIONS APPLICABLE TO, ANY AWARD OR ANY GROUP OF AWARDS FOR ANY
REASON AND AT ANY TIME) OR TO EXTEND THE PERIOD SUBSEQUENT TO THE TERMINATION OF
AFFILIATION WITHIN WHICH AN AWARD MAY BE EXERCISED;
(I)
TO DETERMINE WHETHER, TO WHAT EXTENT AND UNDER WHAT CIRCUMSTANCES
CASH, SHARES, OTHER AWARDS, OTHER PROPERTY AND OTHER AMOUNTS PAYABLE WITH
RESPECT TO AN AWARD (OTHER THAN WITH RESPECT TO AN OPTION OR A SAR FOR WHICH NO
ADDITIONAL DEFERRAL OPPORTUNITY BEYOND THE DEFERRAL INHERENT IN SUCH OPTION OR
SAR IS PERMITTED UNDER THIS PLAN) WILL BE DEFERRED, EITHER AT THE ELECTION OF
THE GRANTEE, OR, IF AND TO THE EXTENT SPECIFIED IN THE AWARD AGREEMENT,
AUTOMATICALLY OR AT THE ELECTION OF THE COMMITTEE (WHETHER TO LIMIT LOSS OF
DEDUCTIONS PURSUANT TO CODE SECTION 162(M) OR OTHERWISE), AND TO PROVIDE FOR THE
PAYMENT OF INTEREST OR OTHER RATE OF RETURN DETERMINED WITH REFERENCE TO A
PREDETERMINED ACTUAL INVESTMENT OR INDEPENDENTLY SET INTEREST RATE, OR WITH
RESPECT TO OTHER BASES PERMITTED UNDER CODE SECTIONS 162(M), 409A OR OTHERWISE,
FOR THE PERIOD BETWEEN THE EXERCISE DATE, THE DATE RESTRICTIONS LAPSE, OR THE
MATURITY OF AN AWARD, AS APPLICABLE, AND THE DATE OF PAYMENT OR SETTLEMENT OF
THE AWARD;
(J)
TO GRANT AWARDS IN REPLACEMENT OF AWARDS PREVIOUSLY GRANTED UNDER
THIS PLAN OR ANY OTHER COMPENSATION PLAN OF AN EMPLOYER, PROVIDED THAT ANY SUCH
REPLACEMENT GRANT THAT WOULD BE CONSIDERED A REPRICING SHALL BE SUBJECT TO
SHAREHOLDER APPROVAL;
(K)
TO MAKE, AMEND, SUSPEND, WAIVE AND RESCIND RULES AND REGULATIONS
RELATING TO THE PLAN;
8
(L)
TO APPOINT SUCH AGENTS AS THE COMMITTEE MAY DEEM NECESSARY OR
ADVISABLE TO ADMINISTER THE PLAN;
(M)
WITH THE CONSENT OF THE GRANTEE, TO AMEND ANY AWARD AGREEMENT AT
ANY TIME; PROVIDED THAT THE CONSENT OF THE GRANTEE SHALL NOT BE REQUIRED FOR ANY
AMENDMENT (I) THAT, IN THE COMMITTEE'S DETERMINATION, DOES NOT MATERIALLY
ADVERSELY AFFECT THE RIGHTS OF THE GRANTEE, OR (II) WHICH IS NECESSARY OR
ADVISABLE (AS DETERMINED BY THE COMMITTEE) TO CARRY OUT THE PURPOSE OF THE AWARD
AS A RESULT OF ANY NEW APPLICABLE LAW OR CHANGE IN AN EXISTING APPLICABLE LAW,
OR (III) TO THE EXTENT THE AWARD AGREEMENT SPECIFICALLY PERMITS AMENDMENT
WITHOUT CONSENT;
(N)
TO IMPOSE SUCH ADDITIONAL TERMS AND CONDITIONS UPON THE GRANT,
EXERCISE OR RETENTION OF AWARDS AS THE COMMITTEE MAY, BEFORE OR CONCURRENTLY
WITH THE GRANT THEREOF, DEEM APPROPRIATE, INCLUDING LIMITING THE AMOUNT OR
PERCENTAGE OF AWARDS WHICH MAY FROM TIME TO TIME BE EXERCISED BY A GRANTEE, AND
INCLUDING REQUIRING THE GRANTEE TO ENTER INTO RESTRICTIVE COVENANTS;
(O)
WITHOUT THE CONSENT OF THE GRANTEE, TO MAKE ADJUSTMENTS IN THE
TERMS AND CONDITIONS