SET FORTH IN THE
AWARD AGREEMENT; PROVIDED, HOWEVER, THAT THE TERM WILL BE NO MORE THAN TEN (10)
YEARS FROM THE DATE OF GRANT THEREOF.
NOTWITHSTANDING THE FOREGOING, THE RULES
OF SECTION 6(E) ALSO WILL APPLY TO STOCK APPRECIATION RIGHTS.
(F)
PAYMENT OF STOCK APPRECIATION RIGHT
AMOUNT.
UPON EXERCISE OF A STOCK APPRECIATION RIGHT, A PARTICIPANT WILL BE
ENTITLED TO RECEIVE PAYMENT FROM THE COMPANY IN AN AMOUNT DETERMINED BY
MULTIPLYING:
(I)
THE DIFFERENCE BETWEEN THE FAIR MARKET VALUE OF A SHARE ON THE
DATE OF EXERCISE OVER THE EXERCISE PRICE; TIMES
(II)
THE NUMBER OF SHARES WITH RESPECT TO WHICH THE STOCK APPRECIATION
RIGHT IS EXERCISED.
At the discretion of the Administrator, the payment upon Stock Appreciation
Right exercise may be in cash, in Shares of equivalent value, or in some
combination thereof.
10.
PERFORMANCE UNITS AND PERFORMANCE SHARES.
(A)
GRANT OF PERFORMANCE UNITS/SHARES.
PERFORMANCE UNITS AND PERFORMANCE SHARES MAY BE GRANTED TO SERVICE PROVIDERS AT
ANY TIME AND FROM TIME TO TIME, AS WILL BE DETERMINED BY THE ADMINISTRATOR, IN
ITS SOLE DISCRETION.
THE ADMINISTRATOR WILL HAVE COMPLETE DISCRETION IN
DETERMINING THE NUMBER OF PERFORMANCE UNITS/SHARES GRANTED TO EACH PARTICIPANT
PROVIDED THAT DURING ANY FISCAL YEAR, (I) NO PARTICIPANT MAY RECEIVE PERFORMANCE
UNITS HAVING AN INITIAL VALUE GREATER THAN $2,000,000, AND (II) NO PARTICIPANT
MAY RECEIVE MORE THAN 200,000 PERFORMANCE SHARES.
NOTWITHSTANDING THE FOREGOING
LIMITATION, IN CONNECTION WITH A PARTICIPANT'S INITIAL SERVICE AS AN EMPLOYEE,
AN EMPLOYEE MAY BE GRANTED UP TO AN ADDITIONAL 300,000 PERFORMANCE SHARES.
(B)
VALUE OF PERFORMANCE UNITS/SHARES.
EACH
PERFORMANCE UNIT WILL HAVE AN INITIAL VALUE THAT IS ESTABLISHED BY THE
ADMINISTRATOR ON OR BEFORE THE DATE OF GRANT.
EACH PERFORMANCE SHARE WILL HAVE
AN INITIAL VALUE EQUAL TO THE FAIR MARKET VALUE OF A SHARE ON THE DATE OF GRANT.
9
(C)
PERFORMANCE OBJECTIVES AND OTHER TERMS.
THE ADMINISTRATOR WILL SET PERFORMANCE OBJECTIVES OR OTHER VESTING PROVISIONS;
PROVIDED, HOWEVER, THAT EXCEPT AS OTHERWISE PROVIDED IN SECTION 14(C),
PERFORMANCE SHARES/UNITS WILL NOT VEST MORE RAPIDLY THAN ONE-THIRD (1/3RD) OF
THE TOTAL NUMBER OF PERFORMANCE SHARES/UNITS SUBJECT TO AN AWARD EACH YEAR FROM
THE DATE OF GRANT (OR, WITH RESPECT TO AN AWARD GRANTED TO A PARTICIPANT IN
CONNECTION WITH OR AS PART OF HIS OR HER INITIAL EMPLOYMENT WITH THE COMPANY OR
ANY PARENT OR SUBSIDIARY OF THE COMPANY, THE DATE A PARTICIPANT COMMENCES
EMPLOYMENT THE COMPANY OR ANY PARENT OR SUBSIDIARY OF THE COMPANY), UNLESS THE
ADMINISTRATOR DETERMINES THAT THE AWARD IS TO VEST UPON THE ACHIEVEMENT OF
PERFORMANCE CRITERIA AND THE PERIOD FOR MEASURING SUCH PERFORMANCE WILL COVER AT
LEAST TWELVE (12) MONTHS.
NOTWITHSTANDING THE FOREGOING SENTENCE, THE
ADMINISTRATOR, IN ITS SOLE DISCRETION, MAY PROVIDE AT THE TIME OF OR FOLLOWING
THE DATE OF GRANT FOR ACCELERATED VESTING FOR AN AWARD OF PERFORMANCE
SHARES/UNITS UPON OR IN CONNECTION WITH A CHANGE IN CONTROL OR UPON OR IN
CONNECTION WITH A PARTICIPANT'S TERMINATION OF SERVICE, INCLUDING, WITHOUT
LIMITATION, DUE TO DEATH, DISABILITY OR RETIREMENT.
THE ADMINISTRATOR MAY SET
VESTING CRITERIA BASED UPON