THE COMMITTEE SHALL
DETERMINE, INCLUDING, WITHOUT LIMITATION, UPON THE ATTAINMENT OF ONE OR MORE
PERFORMANCE GOALS DESCRIBED IN SECTION 9.4.
IF EITHER THE GRANT OF A STOCK
AWARD OR THE LAPSING OF THE RESTRICTION PERIOD IS TO BE CONTINGENT UPON THE
ATTAINMENT OF ONE OR MORE PERFORMANCE GOALS, THE COMMITTEE SHALL FOLLOW
PROCEDURES SUBSTANTIALLY EQUIVALENT TO THOSE SET FORTH IN SECTIONS 9.3 THROUGH
9.5(A).
8.2
PURCHASE PRICE.
THE PURCHASE PRICE FOR
SHARES OF STOCK ISSUABLE UNDER EACH STOCK PURCHASE RIGHT SHALL BE ESTABLISHED BY
THE COMMITTEE IN ITS DISCRETION.
NO MONETARY PAYMENT (OTHER THAN APPLICABLE TAX
WITHHOLDING) SHALL BE REQUIRED AS A CONDITION OF RECEIVING SHARES OF STOCK
PURSUANT TO A STOCK BONUS, THE CONSIDERATION FOR WHICH SHALL BE SERVICES
ACTUALLY RENDERED TO A PARTICIPATING COMPANY OR FOR ITS BENEFIT.
NOTWITHSTANDING THE FOREGOING, THE PARTICIPANT SHALL FURNISH CONSIDERATION IN
THE FORM OF CASH OR PAST SERVICES RENDERED TO A PARTICIPATING COMPANY OR FOR ITS
BENEFIT HAVING A VALUE NOT LESS THAN THE PAR VALUE OF THE SHARES OF STOCK
SUBJECT TO SUCH STOCK AWARD.
8.3
PURCHASE PERIOD.
A STOCK PURCHASE RIGHT
SHALL BE EXERCISABLE WITHIN A PERIOD ESTABLISHED BY THE COMMITTEE, WHICH SHALL
IN NO EVENT EXCEED THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THE GRANT OF THE
STOCK PURCHASE RIGHT; PROVIDED, HOWEVER, THAT NO STOCK PURCHASE RIGHT GRANTED TO
A PROSPECTIVE EMPLOYEE MAY BECOME EXERCISABLE PRIOR TO THE DATE ON WHICH SUCH
PERSON COMMENCES SERVICE.
8.4
PAYMENT OF PURCHASE PRICE.
EXCEPT AS
OTHERWISE PROVIDED BELOW, PAYMENT OF THE PURCHASE PRICE FOR THE NUMBER OF SHARES
OF STOCK BEING PURCHASED PURSUANT TO ANY STOCK PURCHASE RIGHT SHALL BE MADE
(I) IN CASH, BY CHECK, OR CASH EQUIVALENT, (II) BY SUCH OTHER CONSIDERATION AS
MAY BE APPROVED BY THE COMMITTEE FROM TIME TO TIME TO THE EXTENT PERMITTED BY
APPLICABLE LAW, OR (III) BY ANY COMBINATION THEREOF.
THE COMMITTEE MAY AT ANY
TIME OR FROM TIME TO TIME GRANT STOCK PURCHASE RIGHTS WHICH DO NOT PERMIT ALL OF
THE FOREGOING FORMS OF CONSIDERATION TO BE USED IN PAYMENT OF THE PURCHASE PRICE
OR WHICH OTHERWISE RESTRICT ONE OR MORE FORMS OF CONSIDERATION.
STOCK BONUSES
SHALL BE ISSUED IN CONSIDERATION FOR PAST SERVICES ACTUALLY RENDERED TO A
PARTICIPATING COMPANY OR FOR ITS BENEFIT.
8.5
VESTING AND RESTRICTIONS ON TRANSFER.
SHARES ISSUED PURSUANT TO ANY STOCK AWARD MAY OR MAY NOT BE MADE SUBJECT TO
VESTING CONDITIONED UPON THE SATISFACTION OF SUCH SERVICE REQUIREMENTS,
CONDITIONS, RESTRICTIONS OR PERFORMANCE CRITERIA, INCLUDING, WITHOUT LIMITATION,
PERFORMANCE GOALS AS DESCRIBED IN SECTION 9.4 (THE "VESTING CONDITIONS"), AS
SHALL BE ESTABLISHED BY THE COMMITTEE AND SET FORTH IN THE AWARD AGREEMENT
EVIDENCING SUCH AWARD.
DURING ANY PERIOD (THE "RESTRICTION PERIOD") IN WHICH
SHARES ACQUIRED PURSUANT TO A STOCK AWARD REMAIN SUBJECT TO VESTING CONDITIONS,
SUCH SHARES MAY NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, ASSIGNED OR
OTHERWISE DISPOSED OF OTHER THAN PURSUANT TO AN OWNERSHIP CHANGE EVENT, AS
DEFINED IN SECTION 11.1, OR AS PROVIDED IN SECTION 8.8.
UPON REQUEST BY THE
COMPANY, EACH PARTICIPANT SHALL EXECUTE ANY