COMPANY.
THE SHARES MAY BE AUTHORIZED, BUT
UNISSUED, OR REACQUIRED COMMON STOCK.
(B)
FULL VALUE AWARDS.
ANY SHARES SUBJECT TO AWARDS GRANTED WITH AN
EXERCISE PRICE LESS THAN THE FAIR MARKET VALUE ON THE DATE OF GRANT OF SUCH
AWARDS WILL BE COUNTED AGAINST THE NUMERICAL LIMITS OF THIS SECTION 3 AS TWO
SHARES FOR EVERY ONE SHARE SUBJECT THERETO.
FURTHER, IF SHARES ACQUIRED
PURSUANT TO ANY SUCH AWARD ARE FORFEITED OR REPURCHASED BY THE COMPANY AND WOULD
OTHERWISE RETURN TO THE PLAN PURSUANT TO SECTION 3(C), TWO TIMES THE NUMBER OF
SHARES SO FORFEITED OR REPURCHASED WILL RETURN TO THE PLAN AND WILL AGAIN BECOME
AVAILABLE FOR ISSUANCE.
(C)
LAPSED AWARDS.
IF AN AWARD EXPIRES OR BECOMES UNEXERCISABLE
WITHOUT HAVING BEEN EXERCISED IN FULL, OR, WITH RESPECT TO RESTRICTED STOCK,
RESTRICTED STOCK UNITS,
5
PERFORMANCE SHARES OR PERFORMANCE UNITS, IS FORFEITED TO OR REPURCHASED BY THE
COMPANY, THE UNPURCHASED SHARES (OR FOR AWARDS OTHER THAN OPTIONS AND STOCK
APPRECIATION RIGHTS, THE FORFEITED OR REPURCHASED SHARES) WHICH WERE SUBJECT
THERETO WILL BECOME AVAILABLE FOR FUTURE GRANT OR SALE UNDER THE PLAN (UNLESS
THE PLAN HAS TERMINATED).
WITH RESPECT TO STOCK APPRECIATION RIGHTS, ALL OF THE
SHARES COVERED BY THE AWARD (THAT IS, SHARES ACTUALLY ISSUED PURSUANT TO A STOCK
APPRECIATION RIGHT, AS WELL AS THE SHARES THAT REPRESENT PAYMENT OF THE EXERCISE
PRICE) WILL CEASE TO BE AVAILABLE UNDER THE PLAN.
HOWEVER, SHARES THAT HAVE
ACTUALLY BEEN ISSUED UNDER THE PLAN UNDER ANY AWARD WILL NOT BE RETURNED TO THE
PLAN AND WILL NOT BECOME AVAILABLE FOR FUTURE DISTRIBUTION UNDER THE PLAN;
PROVIDED, HOWEVER, THAT IF UNVESTED SHARES OF RESTRICTED STOCK, RESTRICTED STOCK
UNITS, PERFORMANCE SHARES OR PERFORMANCE UNITS ARE REPURCHASED BY THE COMPANY OR
ARE FORFEITED TO THE COMPANY, SUCH SHARES WILL BECOME AVAILABLE FOR FUTURE GRANT
UNDER THE PLAN.
SHARES USED TO PAY THE TAX AND EXERCISE PRICE OF AN AWARD WILL
NOT BECOME AVAILABLE FOR FUTURE GRANT OR SALE UNDER THE PLAN.
TO THE EXTENT AN
AWARD UNDER THE PLAN IS PAID OUT IN CASH RATHER THAN SHARES, SUCH CASH PAYMENT
WILL NOT RESULT IN REDUCING THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER
THE PLAN.
NOTWITHSTANDING THE FOREGOING AND, SUBJECT TO ADJUSTMENT PROVIDED IN
SECTION 14, THE MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED UPON THE EXERCISE OF
INCENTIVE STOCK OPTIONS WILL EQUAL THE AGGREGATE SHARE NUMBER STATED IN
SECTION 3(A), PLUS, TO THE EXTENT ALLOWABLE UNDER SECTION 422 OF THE CODE, ANY
SHARES THAT BECOME AVAILABLE FOR ISSUANCE UNDER THE PLAN UNDER THIS
SECTION 3(C).
4.
ADMINISTRATION OF THE PLAN.
(A)
PROCEDURE.
(I)
MULTIPLE ADMINISTRATIVE BODIES.
DIFFERENT COMMITTEES WITH RESPECT TO
DIFFERENT GROUPS OF SERVICE PROVIDERS MAY ADMINISTER THE PLAN.
(II)
SECTION 162(M).
TO THE EXTENT THAT THE ADMINISTRATOR DETERMINES IT TO BE
DESIRABLE TO QUALIFY AWARDS GRANTED HEREUNDER AS "PERFORMANCE-BASED
COMPENSATION" WITHIN THE MEANING OF SECTION 162(M) OF THE CODE, THE PLAN WILL BE
ADMINISTERED BY A COMMITTEE OF TWO OR MORE "OUTSIDE DIRECTORS" WITHIN THE
MEANING OF SECTION 162(M) OF THE