6 OF THIS PLAN, WILL BE SUBJECT TO FURTHER
RESTRICTIONS ON TRANSFER.
12.
ADJUSTMENTS.
(A)
OUTSTANDING AWARDS.
THE BOARD MAY MAKE OR PROVIDE FOR SUCH
ADJUSTMENTS IN THE NUMBER OF COMMON SHARES COVERED BY OUTSTANDING OPTIONS,
APPRECIATION RIGHTS, RESTRICTED STOCK UNITS, AND PERFORMANCE SHARES GRANTED
HEREUNDER AND, IF APPLICABLE, IN THE NUMBER OF COMMON SHARES COVERED BY OTHER
AWARDS, IN THE OPTION PRICE AND BASE PRICE PROVIDED IN OUTSTANDING OPTIONS AND
APPRECIATION RIGHTS, AND IN THE KIND OF SHARES COVERED THEREBY, AS THE BOARD, IN
ITS SOLE DISCRETION, EXERCISED IN GOOD FAITH, MAY DETERMINE IS EQUITABLY
REQUIRED TO PREVENT DILUTION OR ENLARGEMENT OF THE RIGHTS OF PARTICIPANTS OR
OPTIONEES THAT OTHERWISE WOULD RESULT FROM (A) ANY STOCK DIVIDEND, STOCK SPLIT,
COMBINATION OF SHARES, RECAPITALIZATION, RECLASSIFICATION OR OTHER CHANGE IN THE
CAPITAL STRUCTURE OF THE COMPANY, OR (B) ANY MERGER, CONSOLIDATION, SPIN-OFF,
SPLIT- OFF, SPIN-OUT, SPLIT-UP, REORGANIZATION, PARTIAL OR COMPLETE LIQUIDATION
OR OTHER DISTRIBUTION OF ASSETS, ISSUANCE OF RIGHTS OR WARRANTS TO PURCHASE
SECURITIES, OR (C) ANY OTHER CORPORATE TRANSACTION OR EVENT HAVING AN EFFECT
SIMILAR TO ANY OF THE FOREGOING.
MOREOVER, IN THE EVENT OF ANY SUCH TRANSACTION
OR EVENT, THE BOARD, IN ITS DISCRETION, MAY PROVIDE IN SUBSTITUTION FOR ANY OR
ALL OUTSTANDING AWARDS UNDER THIS PLAN SUCH ALTERNATIVE CONSIDERATION AS IT, IN
GOOD FAITH, MAY DETERMINE TO BE EQUITABLE IN THE CIRCUMSTANCES AND MAY REQUIRE
IN CONNECTION THEREWITH THE SURRENDER OF ALL AWARDS SO REPLACED.
(B)
SHARE LIMITATIONS.
THE BOARD MAY ALSO MAKE OR PROVIDE FOR SUCH
ADJUSTMENTS IN THE NUMBER AND KIND OF COMMON SHARES SPECIFIED IN SECTION 3 OF
THIS PLAN AS THE BOARD IN ITS SOLE DISCRETION, EXERCISED IN GOOD FAITH, MAY
DETERMINE IS APPROPRIATE TO REFLECT ANY TRANSACTION OR EVENT DESCRIBED IN THIS
SECTION 12; PROVIDED, HOWEVER, THAT ANY SUCH ADJUSTMENT TO THE NUMBER SPECIFIED
IN SECTION 3(C)(I) WILL BE MADE ONLY IF AND TO THE EXTENT THAT SUCH ADJUSTMENT
WOULD NOT CAUSE ANY OPTION INTENDED TO QUALIFY AS AN INCENTIVE STOCK OPTION TO
FAIL SO TO QUALIFY.
13.
FRACTIONAL SHARES.
THE COMPANY WILL NOT BE REQUIRED TO ISSUE ANY
FRACTIONAL COMMON SHARES PURSUANT TO THIS PLAN.
THE BOARD MAY PROVIDE FOR THE
ELIMINATION OF FRACTIONS OR FOR THE SETTLEMENT OF FRACTIONS IN CASH.
14.
WITHHOLDING TAXES.
TO THE EXTENT THAT THE COMPANY IS REQUIRED TO
WITHHOLD FEDERAL, STATE, LOCAL OR FOREIGN TAXES IN CONNECTION WITH ANY PAYMENT
MADE OR BENEFIT REALIZED BY A PARTICIPANT OR OTHER PERSON UNDER THIS PLAN, AND
THE AMOUNTS AVAILABLE TO THE COMPANY FOR SUCH WITHHOLDING ARE INSUFFICIENT, IT
WILL BE A CONDITION TO THE RECEIPT OF SUCH PAYMENT OR THE REALIZATION OF SUCH
BENEFIT THAT THE PARTICIPANT OR SUCH OTHER PERSON MAKE ARRANGEMENTS SATISFACTORY
TO THE COMPANY FOR PAYMENT OF THE BALANCE OF SUCH TAXES REQUIRED TO BE WITHHELD,
WHICH ARRANGEMENTS (IN THE DISCRETION OF THE BOARD) MAY INCLUDE RELINQUISHMENT
OF A PORTION OF SUCH BENEFIT.
15.
FOREIGN EMPLOYEES.
IN ORDER TO FACILITATE THE MAKING OF ANY GRANT
OR COMBINATION OF GRANTS UNDER THIS PLAN, THE BOARD MAY