GOALS ESTABLISHED
PURSUANT TO SECTION 11.2(C) ARE ACHIEVED AND THE PERCENTAGE OF THE PARTICIPANT'S
INDIVIDUAL TARGET AWARD HAS BEEN VESTED AND EARNED.
(B)
WAIVER OF LIMITATION. IN THE EVENT OF THE
PARTICIPANT'S RETIREMENT, DISABILITY OR DEATH, OR IN CASES OF SPECIAL
CIRCUMSTANCES, THE COMMITTEE MAY, IN ITS SOLE DISCRETION, WAIVE IN WHOLE OR IN
PART ANY OR ALL OF THE LIMITATIONS IMPOSED HEREUNDER (IF ANY) WITH RESPECT TO
ANY OR ALL OF AN AWARD UNDER THIS ARTICLE XI.
(C)
OBJECTIVE PERFORMANCE GOALS, FORMULAE OR
STANDARDS.
(I)
THE COMMITTEE SHALL ESTABLISH THE OBJECTIVE PERFORMANCE GOALS AND
THE INDIVIDUAL TARGET AWARD (IF ANY) APPLICABLE TO EACH PARTICIPANT OR CLASS OF
PARTICIPANTS IN WRITING PRIOR TO THE BEGINNING OF THE APPLICABLE PERFORMANCE
PERIOD OR AT SUCH LATER DATE AS PERMITTED UNDER SECTION 162(M) OF THE CODE AND
WHILE THE OUTCOME OF THE PERFORMANCE GOALS ARE SUBSTANTIALLY UNCERTAIN. SUCH
PERFORMANCE GOALS MAY INCORPORATE, IF AND ONLY TO THE EXTENT PERMITTED UNDER
SECTION 162(M) OF THE CODE, PROVISIONS FOR DISREGARDING (OR ADJUSTING FOR)
CHANGES IN ACCOUNTING METHODS, CORPORATE TRANSACTIONS (INCLUDING, WITHOUT
LIMITATION, DISPOSITIONS AND ACQUISITIONS) AND OTHER SIMILAR TYPE EVENTS OR
CIRCUMSTANCES. TO THE EXTENT ANY PERFORMANCE-BASED AWARD IS INTENDED TO COMPLY
WITH THE PROVISIONS OF SECTION 162(M) OF THE CODE, IF ANY PROVISION WOULD CREATE
IMPERMISSIBLE DISCRETION UNDER SECTION 162(M) OF THE CODE OR OTHERWISE VIOLATE
SECTION 162(M) OF THE CODE, SUCH PROVISION SHALL BE OF NO FORCE OR EFFECT. THE
APPLICABLE PERFORMANCE GOALS SHALL BE BASED ON ONE OR MORE OF THE PERFORMANCE
CRITERIA SET FORTH IN EXHIBIT A HERETO.
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(II)
THE MEASUREMENTS USED IN PERFORMANCE GOALS SET UNDER THE PLAN
SHALL BE DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
("GAAP"), EXCEPT, TO THE EXTENT THAT ANY OBJECTIVE PERFORMANCE GOALS ARE USED,
IF ANY MEASUREMENTS REQUIRE DEVIATION FROM GAAP, SUCH DEVIATION SHALL BE AT THE
DISCRETION OF THE COMMITTEE AT THE TIME THE PERFORMANCE GOALS ARE SET OR AT SUCH
LATER TIME TO THE EXTENT PERMITTED UNDER SECTION 162(M) OF THE CODE.
(D)
PAYMENT. FOLLOWING THE COMMITTEE'S DETERMINATION
AND CERTIFICATION IN ACCORDANCE WITH SUBSECTION (A) ABOVE, THE PERFORMANCE-BASED
CASH AWARD AMOUNT SHALL BE DELIVERED TO THE ELIGIBLE EMPLOYEE, CONSULTANT OR
NON-EMPLOYEE DIRECTOR, OR HIS LEGAL REPRESENTATIVE, IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THE AWARD AGREEMENT.
ARTICLE XII
TERMINATION
12.1
TERMINATION. THE FOLLOWING RULES APPLY WITH REGARD TO THE
TERMINATION OF A PARTICIPANT.
(A)
RULES APPLICABLE TO STOCK OPTION AND STOCK
APPRECIATION RIGHTS. UNLESS OTHERWISE DETERMINED BY THE COMMITTEE AT GRANT (OR,
IF NO RIGHTS OF THE PARTICIPANT ARE REDUCED, THEREAFTER):
(I)
TERMINATION BY REASON OF DEATH, DISABILITY OR RETIREMENT. IF A
PARTICIPANT'S TERMINATION IS BY REASON OF DEATH, DISABILITY OR THE PARTICIPANT'S
RETIREMENT, ALL STOCK OPTIONS OR STOCK APPRECIATION RIGHTS THAT ARE HELD BY SUCH
PARTICIPANT THAT ARE VESTED AND EXERCISABLE AT THE TIME OF THE PARTICIPANT'S
TERMINATION MAY BE EXERCISED BY THE PARTICIPANT (OR, IN THE CASE OF DEATH, BY
THE LEGAL REPRESENTATIVE OF THE PARTICIPANT'S ESTATE) AT ANY TIME WITHIN A
ONE-YEAR PERIOD FROM THE DATE