COMPANY.
THE COMMITTEE MAY EXCLUDE THE
IMPACT OF AN EVENT OR OCCURRENCE WHICH THE COMMITTEE DETERMINED SHOULD
APPROPRIATELY BE EXCLUDED, INCLUDING WITHOUT LIMITATION (A) RESTRUCTURINGS,
DISCONTINUED OPERATIONS, EXTRAORDINARY ITEMS, AND OTHER UNUSUAL OR NON-RECURRING
CHARGES, (B) EVENTS EITHER NOT DIRECTLY RELATED TO THE OPERATIONS OF THE COMPANY
OR NOT WITHIN THE REASONABLE CONTROL OF THE COMPANY'S MANAGEMENT, OR (C) CHANGES
IN ACCOUNTING STANDARDS REQUIRED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
(4)
PERFORMANCE PERIODS. ACHIEVEMENT OF
PERFORMANCE GOALS IN RESPECT OF A PERFORMANCE AWARD SHALL BE MEASURED OVER A
PERIOD NO SHORTER THAN 12 MONTHS AND NO LONGER THAN FIVE YEARS, AS SPECIFIED BY
THE COMMITTEE (THE "PERFORMANCE PERIOD").
PERFORMANCE GOALS SHALL BE
ESTABLISHED NOT LATER THAN 90 DAYS AFTER THE BEGINNING OF ANY PERIOD APPLICABLE
TO SUCH PERFORMANCE AWARDS, OR AT SUCH OTHER DATE AS MAY BE REQUIRED OR
PERMITTED FOR "PERFORMANCE-BASED COMPENSATION" UNDER SECTION 162(M).
(5)
ADJUSTMENTS. THE COMMITTEE MAY, IN ITS
DISCRETION, REDUCE THE AMOUNT OF A SETTLEMENT OTHERWISE TO BE MADE IN CONNECTION
WITH PERFORMANCE AWARDS SUBJECT TO THIS SECTION 10(I), BUT MAY NOT EXERCISE
DISCRETION TO INCREASE ANY SUCH AMOUNT PAYABLE TO A PARTICIPANT IN RESPECT OF A
PERFORMANCE AWARD SUBJECT TO THIS SECTION 10(I).
THE COMMITTEE SHALL SPECIFY
THE CIRCUMSTANCES IN WHICH SUCH PERFORMANCE AWARDS SHALL BE PAID OR FORFEITED IN
THE EVENT OF TERMINATION OF EMPLOYMENT BY THE PARTICIPANT PRIOR TO THE END OF A
PERFORMANCE PERIOD OR SETTLEMENT OF SUCH AWARDS.
(6)
CERTIFICATION REQUIREMENT. NO
PERFORMANCE-BASED COMPENSATION SHALL VEST OR BE PAID UNDER THE PLAN UNLESS THE
COMMITTEE HAS CERTIFIED, BY RESOLUTION OR OTHER APPROPRIATE ACTION IN WRITING,
THAT THE PERFORMANCE CRITERIA AND ANY OTHER MATERIAL TERMS PREVIOUSLY
ESTABLISHED BY THE COMMITTEE OR SET FORTH IN THE PLAN, HAVE BEEN SATISFIED TO
THE EXTENT NECESSARY TO QUALIFY AS "PERFORMANCE-BASED COMPENSATION" UNDER
SECTION 162(M).
12
(7)
OTHER. THE COMMITTEE SHALL HAVE THE POWER
TO IMPOSE SUCH OTHER RESTRICTIONS ON PERFORMANCE AWARDS AS IT MAY DEEM NECESSARY
OR APPROPRIATE TO ENSURE THAT SUCH AWARDS SATISFY ALL REQUIREMENTS FOR
PERFORMANCE-BASED COMPENSATION.
11.
MISCELLANEOUS
(A)
NO RIGHT TO EMPLOYMENT OR OTHER STATUS. NO
PERSON SHALL HAVE ANY CLAIM OR RIGHT TO BE GRANTED AN AWARD, AND THE GRANT OF AN
AWARD SHALL NOT BE CONSTRUED AS GIVING A PARTICIPANT THE RIGHT TO CONTINUED
EMPLOYMENT OR ANY OTHER RELATIONSHIP WITH THE COMPANY. THE COMPANY EXPRESSLY
RESERVES THE RIGHT AT ANY TIME TO DISMISS OR OTHERWISE TERMINATE ITS
RELATIONSHIP WITH A PARTICIPANT FREE FROM ANY LIABILITY OR CLAIM UNDER THE PLAN,
EXCEPT AS EXPRESSLY PROVIDED IN THE APPLICABLE AWARD.
(B)
NO RIGHTS AS STOCKHOLDER. EXCEPT IN THE CASE
OF RESTRICTED STOCK, AND SUBJECT TO THE PROVISIONS OF THE APPLICABLE AWARD, NO
PARTICIPANT OR DESIGNATED BENEFICIARY SHALL HAVE ANY RIGHTS AS A STOCKHOLDER
WITH RESPECT TO ANY SHARES OF COMMON STOCK TO BE DISTRIBUTED WITH RESPECT TO AN
AWARD UNTIL BECOMING THE RECORD HOLDER OF SUCH SHARES.
(C)
EFFECTIVE DATE AND TERM OF PLAN. THE PLAN
SHALL BECOME EFFECTIVE ON THE DATE THE PLAN IS APPROVED BY THE COMPANY'S
SHAREHOLDERS