COMPLY WITH THE REQUIREMENTS OF,
SECTION 162(M) OF THE CODE, AND THE REGULATIONS THEREUNDER.
10.3.
ADJUSTMENTS.
NOTWITHSTANDING ANY PROVISION OF THE
PLAN (OTHER THAN ARTICLE 11), WITH RESPECT TO ANY RESTRICTED STOCK, PERFORMANCE
AWARD OR RESTRICTED STOCK UNIT AWARD THAT IS SUBJECT TO THIS SECTION 10, THE
COMMITTEE MAY ADJUST DOWNWARDS, BUT NOT UPWARDS, THE AMOUNT PAYABLE PURSUANT TO
SUCH AWARD, AND THE COMMITTEE MAY NOT WAIVE THE ACHIEVEMENT OF THE APPLICABLE
PERFORMANCE GOALS, EXCEPT IN THE CASE OF THE DEATH OR DISABILITY OF THE
PARTICIPANT OR AS OTHERWISE DETERMINED BY THE COMMITTEE IN SPECIAL
CIRCUMSTANCES.
10.4.
RESTRICTIONS.
THE COMMITTEE SHALL HAVE THE POWER TO
IMPOSE SUCH OTHER RESTRICTIONS ON AWARDS SUBJECT TO THIS ARTICLE AS IT MAY DEEM
NECESSARY OR APPROPRIATE TO ENSURE THAT SUCH AWARDS SATISFY ALL REQUIREMENTS FOR
"PERFORMANCE-BASED COMPENSATION" WITHIN THE MEANING OF SECTION 162(M) OF THE
CODE.
10.5.
LIMITATIONS ON GRANTS TO INDIVIDUAL PARTICIPANTS.
SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 12.2, NO PARTICIPANT MAY BE GRANTED
(I) OPTIONS OR STOCK APPRECIATION RIGHTS DURING ANY 36-MONTH PERIOD WITH RESPECT
TO MORE THAN 1,000,000 SHARES OR (II) RESTRICTED STOCK, PERFORMANCE AWARDS
AND/OR RESTRICTED STOCK UNIT AWARDS THAT ARE DENOMINATED IN SHARES IN ANY
36-MONTH PERIOD WITH RESPECT TO MORE THAN 500,000 SHARES (THE "LIMITATIONS").
IN ADDITION TO
11
THE FOREGOING, THE MAXIMUM DOLLAR VALUE THAT MAY BE GRANTED BY ANY PARTICIPANT
IN ANY 12-MONTH PERIOD WITH RESPECT TO PERFORMANCE AWARDS IS $5,000,000.
IF AN
AWARD IS CANCELLED, THE CANCELLED AWARD SHALL CONTINUE TO BE COUNTED TOWARD THE
APPLICABLE LIMITATIONS.
11.
CHANGE IN CONTROL PROVISIONS
11.1.
IMPACT ON CERTAIN AWARDS.
THE COMMITTEE, IN ITS
DISCRETION, MAY DETERMINE THAT IN THE EVENT OF A CHANGE IN CONTROL OF THE
COMPANY (AS DEFINED IN SECTION 11.3) OPTIONS AND STOCK APPRECIATION RIGHTS
OUTSTANDING AS OF THE DATE OF THE CHANGE IN CONTROL SHALL BE CANCELLED AND
TERMINATED WITHOUT PAYMENT THEREFORE IF THE FAIR MARKET VALUE OF ONE SHARE AS OF
THE DATE OF THE CHANGE IN CONTROL IS LESS THAN THE OPTION PER SHARE OPTION PRICE
OR STOCK APPRECIATION RIGHT PER SHARE GRANT PRICE.
11.2.
ASSUMPTION OR SUBSTITUTION OF CERTAIN AWARDS.
(A)
TO
THE EXTENT PROVIDED IN AN AWARD AGREEMENT, IN THE EVENT OF A CHANGE IN CONTROL
OF THE COMPANY
IN WHICH THE SUCCESSOR COMPANY ASSUMES OR SUBSTITUTES FOR AN
OPTION, STOCK APPRECIATION RIGHT, RESTRICTED STOCK AWARD OR RESTRICTED STOCK
UNIT AWARD, IF A PARTICIPANT'S EMPLOYMENT WITH SUCH SUCCESSOR COMPANY (OR A
SUBSIDIARY THEREOF) TERMINATES WITHIN THE TIME PERIOD FOLLOWING SUCH CHANGE IN
CONTROL SET FORTH IN THE AWARD AGREEMENT (OR PRIOR THERETO IF APPLICABLE) AND
UNDER THE CIRCUMSTANCES SPECIFIED IN THE AWARD AGREEMENT: (I) OPTIONS AND STOCK
APPRECIATION RIGHTS OUTSTANDING AS OF THE DATE OF SUCH TERMINATION OF EMPLOYMENT
WILL IMMEDIATELY VEST, BECOME FULLY EXERCISABLE, AND MAY THEREAFTER BE EXERCISED
FOR THE PERIOD OF TIME SET FORTH IN THE AWARD AGREEMENT, (II) RESTRICTIONS AND
DEFERRAL LIMITATIONS ON RESTRICTED STOCK SHALL LAPSE AND THE RESTRICTED STOCK
SHALL BECOME FREE OF ALL RESTRICTIONS AND LIMITATIONS AND BECOME FULLY VESTED,