THAT
SUCH OPTION (OR PORTION) OTHERWISE MEETS THE PLAN'S REQUIREMENTS RELATING TO
NONQUALIFIED STOCK OPTIONS.
(D)
IN THE EVENT THE COMPANY OR AN AFFILIATE CONSUMMATES A TRANSACTION
DESCRIBED IN CODE SECTION 424(A), PERSONS WHO BECOME KEY PERSONNEL OR DIRECTORS
ON ACCOUNT OF SUCH TRANSACTION MAY BE GRANTED OPTIONS IN SUBSTITUTION OR AS A
REPLACEMENT FOR OPTIONS GRANTED BY THE FORMER EMPLOYER. THE COMMITTEE, IN ITS
SOLE DISCRETION AND CONSISTENT WITH CODE SECTION 424(A), SHALL DETERMINE THE
EXERCISE PRICE OF THE SUBSTITUTE OPTIONS.
1.5
SHARES AVAILABLE FOR AWARDS.
(A)
SUBJECT TO SECTION 5.6 (RELATING TO ADJUSTMENTS UPON CHANGES IN
CAPITALIZATION), THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK (AS DEFINED IN
SECTION 1.6) WHICH MAY BE DELIVERED UNDER THE PLAN PURSUANT TO AWARDS HEREUNDER
SHALL NOT EXCEED 11,300,000 SHARES.
THE NUMBER OF UNRESTRICTED SHARES ACQUIRED
PURSUANT TO THE EXERCISE OF ANY RELATED STOCK APPRECIATION RIGHT PURSUANT TO THE
PLAN SHALL BE DEEMED TO BE EQUAL TO THE NUMBER OF SHARES SURRENDERED, OR AS TO
WHICH THE GRANTEE'S RIGHT TO PURCHASE, ACQUIRE OR RECEIVE IS SURRENDERED, IN
CONNECTION WITH SUCH EXERCISE, AND, TO THE EXTENT THAT ANY PAYMENT TO A GRANTEE
UPON EXERCISE OF ANY STOCK APPRECIATION RIGHT IS MADE IN THE FORM OF RESTRICTED
SHARES, THE PORTION OF THE SHARES SURRENDERED, OR AS TO WHICH SUCH GRANTEE'S
RIGHT TO PURCHASE, ACQUIRE OR RECEIVE IS SURRENDERED, WHICH IS RELATED TO
PAYMENT IN THE FORM OF RESTRICTED SHARES SHALL NOT BE DEEMED TO BE UNRESTRICTED
SHARES ACQUIRED PURSUANT TO THE PLAN UNTIL SUCH RESTRICTED SHARES BECOME
UNRESTRICTED. UPON UNCONDITIONAL VESTING OF THE RIGHT OF ANY GRANTEE TO PAYMENT
PURSUANT TO ANY PERFORMANCE UNIT IN CASH OR ANY OTHER FORM (OTHER THAN
RESTRICTED OR UNRESTRICTED SHARES), A NUMBER OF UNRESTRICTED SHARES, EQUAL TO
THE PORTION
2
OF THE SHARES SUBJECT TO SUCH PERFORMANCE UNIT TO WHICH SUCH PAYMENT RELATES,
SHALL BE DEEMED TO BE DELIVERED PURSUANT TO THE PLAN IN CONNECTION THEREWITH.
THE NUMBER OF SHARES DELIVERED IN FULL OR PARTIAL PAYMENT OF ANY OPTION EXERCISE
PRICE UNDER THE PLAN SHALL BE DEDUCTED FROM THE NUMBER OF SHARES DELIVERED TO
THE GRANTEE PURSUANT TO SUCH OPTION FOR PURPOSES OF DETERMINING THE NUMBER OF
UNRESTRICTED SHARES DELIVERED PURSUANT TO THE PLAN.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SHARES OF COMMON STOCK COVERED BY AWARDS GRANTED
UNDER THE PLAN WHICH EXPIRE OR TERMINATE FOR ANY REASON (OTHER THAN AN OPTION OR
PART THEREOF WHICH IS CANCELED BY THE COMMITTEE AND FOR WHICH CASH IS PAID IN
RESPECT THEREOF PURSUANT TO SECTION 2.5(F)) SHALL AGAIN BECOME AVAILABLE FOR
AWARD UNDER THE PLAN.
(B)
SHARES OF COMMON STOCK THAT SHALL BE SUBJECT TO ISSUANCE PURSUANT
TO THE PLAN SHALL BE AUTHORIZED AND UNISSUED OR TREASURY SHARES OF COMMON STOCK.
(C)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMMITTEE
MAY, WITH THE GRANTEE'S CONSENT, CANCEL ANY AWARD UNDER THE PLAN AND ISSUE A NEW
AWARD IN SUBSTITUTION THEREFOR UPON SUCH TERMS AS THE COMMITTEE MAY IN ITS SOLE
DISCRETION DETERMINE, PROVIDED THAT THE SUBSTITUTED AWARD SHALL