WHOLE OR IN PART RESTRICTIONS OR FORFEITURE CONDITIONS RELATING TO RESTRICTED
STOCK.
6.5
CERTIFICATES FOR RESTRICTED STOCK.
RESTRICTED STOCK GRANTED PURSUANT TO THE PLAN MAY BE EVIDENCED IN SUCH MANNER AS
THE COMMITTEE SHALL DETERMINE.
IF CERTIFICATES REPRESENTING SHARES OF
RESTRICTED STOCK ARE REGISTERED IN THE NAME OF THE PARTICIPANT, CERTIFICATES
MUST BEAR AN APPROPRIATE LEGEND REFERRING TO THE TERMS, CONDITIONS, AND
RESTRICTIONS APPLICABLE TO
10
SUCH RESTRICTED STOCK, AND THE COMPANY MAY, AT ITS DISCRETION, RETAIN PHYSICAL
POSSESSION OF THE CERTIFICATE UNTIL SUCH TIME AS ALL APPLICABLE RESTRICTIONS
LAPSE.
ARTICLE 7.
STOCK APPRECIATION RIGHTS
7.1
GRANT OF STOCK APPRECIATION RIGHTS.
(A)
A STOCK APPRECIATION RIGHT MAY BE GRANTED
TO ANY ELIGIBLE INDIVIDUAL SELECTED BY THE COMMITTEE.
A STOCK APPRECIATION
RIGHT SHALL BE SUBJECT TO SUCH TERMS AND CONDITIONS NOT INCONSISTENT WITH THE
PLAN AS THE COMMITTEE SHALL IMPOSE AND SHALL BE EVIDENCED BY AN AWARD AGREEMENT,
PROVIDED THAT THE TERM OF ANY STOCK APPRECIATION RIGHT SHALL NOT EXCEED TEN
YEARS.
(B)
A STOCK APPRECIATION RIGHT SHALL ENTITLE THE
PARTICIPANT (OR OTHER PERSON ENTITLED TO EXERCISE THE STOCK APPRECIATION RIGHT
PURSUANT TO THE PLAN) TO EXERCISE ALL OR A SPECIFIED PORTION OF THE STOCK
APPRECIATION RIGHT (TO THE EXTENT THEN EXERCISABLE PURSUANT TO ITS TERMS) AND TO
RECEIVE FROM THE COMPANY AN AMOUNT EQUAL TO THE PRODUCT OF (I) THE EXCESS OF
(A) THE FAIR MARKET VALUE OF THE SHARES ON THE DATE THE STOCK APPRECIATION RIGHT
IS EXERCISED OVER (B) THE GRANT PRICE OF THE STOCK APPRECIATION RIGHT AND
(II) THE NUMBER OF SHARES WITH RESPECT TO WHICH THE STOCK APPRECIATION RIGHT IS
EXERCISED, SUBJECT TO ANY LIMITATIONS THE COMMITTEE MAY IMPOSE.
(C)
GRANT PRICE.
THE GRANT PRICE PER SHARE
SUBJECT TO A STOCK APPRECIATION RIGHT SHALL BE DETERMINED BY THE COMMITTEE AND
SET FORTH IN THE AWARD AGREEMENT; PROVIDED THAT, THE PER SHARE GRANT PRICE FOR
ANY STOCK APPRECIATION RIGHT SHALL NOT BE LESS THAN 100% OF THE FAIR MARKET
VALUE OF A SHARE ON THE DATE OF GRANT.
7.2
PAYMENT AND LIMITATIONS ON EXERCISE.
(A)
SUBJECT TO SECTION 7.2(B) HEREOF, PAYMENT
OF THE AMOUNTS DETERMINED UNDER SECTION 7.1(B) HEREOF SHALL BE IN CASH, IN
SHARES (BASED ON ITS FAIR MARKET VALUE AS OF THE DATE THE STOCK APPRECIATION
RIGHT IS EXERCISED) OR A COMBINATION OF BOTH, AS DETERMINED BY THE COMMITTEE.
(B)
TO THE EXTENT ANY PAYMENT UNDER
SECTION 7.1(B) HEREOF IS EFFECTED IN SHARES, IT SHALL BE MADE SUBJECT TO
SATISFACTION OF ALL APPLICABLE PROVISIONS OF ARTICLE 5 PERTAINING TO OPTIONS.
ARTICLE 8.
OTHER TYPES OF AWARDS
8.1
PERFORMANCE SHARE AWARDS.
ANY ELIGIBLE
INDIVIDUAL SELECTED BY THE COMMITTEE MAY BE GRANTED ONE OR MORE AWARDS OF
PERFORMANCE SHARES WHICH SHALL BE DENOMINATED IN A NUMBER OF SHARES AND WHICH
MAY BE LINKED TO ANY ONE OR MORE OF THE PERFORMANCE CRITERIA OR OTHER SPECIFIC
PERFORMANCE CRITERIA DETERMINED APPROPRIATE BY THE COMMITTEE, IN EACH CASE ON A
SPECIFIED DATE OR DATES OR OVER ANY PERIOD OR PERIODS DETERMINED BY THE
COMMITTEE.
IN MAKING SUCH DETERMINATIONS, THE