MAY IMPOSE SUCH CONDITIONS WITH RESPECT TO THE EXERCISE OF
OPTIONS, INCLUDING WITHOUT LIMITATION, ANY RELATING TO THE APPLICATION OF ANY
SECURITIES LAWS, AS IT MAY DEEM NECESSARY OR ADVISABLE.
(D)
PAYMENT.
NO SHARES SHALL BE DELIVERED
PURSUANT TO ANY EXERCISE OF AN OPTION UNTIL PAYMENT IN FULL OF THE OPTION COST
THEREFOR IS RECEIVED BY THE COMPANY.
SUCH PAYMENT MAY BE MADE (I) IN CASH, OR
ITS EQUIVALENT, (II) IF AND TO THE EXTENT PERMITTED BY THE COMMITTEE, BY
EXCHANGING SHARES OWNED BY THE OPTIONEE (WHICH ARE NOT THE SUBJECT OF ANY PLEDGE
OR OTHER SECURITY INTEREST), (III) IF AND TO THE EXTENT PERMITTED BY THE
COMPANY, BY SURRENDERING ALL OR PART OF THAT OPTION OR ANY OTHER OPTION, (IV)
CONSIDERATION RECEIVED BY THE COMPANY UNDER A CASHLESS EXERCISE PROGRAM
IMPLEMENTED BY THE COMPANY, OR (V) BY A COMBINATION OF THE FOREGOING; PROVIDED
THAT THE COMBINED VALUE OF ALL CASH AND CASH EQUIVALENTS AND THE FAIR MARKET
VALUE OF ANY SUCH SHARES SO TENDERED TO THE COMPANY AS OF THE DATE OF SUCH
TENDER IS AT LEAST EQUAL TO SUCH OPTION COST.
(E)
RESTORATION OPTIONS.
PRIOR TO MAY 3, 2002
AND IN THE EVENT THAT ANY PARTICIPANT DELIVERS SHARES IN PAYMENT OF THE EXERCISE
PRICE OF ANY OPTION GRANTED HEREUNDER IN ACCORDANCE WITH SECTION 6(D) OR OF ANY
OPTION GRANTED UNDER A PRIOR STOCK AWARD PLAN OF THE COMPANY, OR IN THE EVENT
THAT THE WITHHOLDING TAX LIABILITY ARISING UPON EXERCISE OF ANY SUCH OPTION OR
OPTION BY A PARTICIPANT IS SATISFIED THROUGH THE WITHHOLDING BY THE COMPANY OF
SHARES OTHERWISE DELIVERABLE UPON EXERCISE OF THE OPTION OR OPTION, THE
COMMITTEE SHALL HAVE THE AUTHORITY TO GRANT OR PROVIDE FOR THE AUTOMATIC GRANT
OF A RESTORATION OPTION TO SUCH PARTICIPANT.
THE GRANT OF A RESTORATION OPTION
SHALL BE SUBJECT TO THE SATISFACTION OF SUCH CONDITIONS OR CRITERIA AS THE
COMMITTEE IN ITS SOLE DISCRETION SHALL ESTABLISH FROM TIME TO TIME.
A
RESTORATION OPTION SHALL ENTITLE THE HOLDER THEREOF TO PURCHASE A NUMBER OF
SHARES EQUAL TO THE NUMBER OF SUCH SHARES SO DELIVERED OR WITHHELD UPON EXERCISE
OF THE ORIGINAL OPTION OR OPTION.
A RESTORATION OPTION SHALL HAVE A PER SHARE
EXERCISE PRICE OF NOT LESS THAN 100% OF THE PER SHARE FAIR MARKET VALUE ON THE
DATE OF GRANT OF SUCH RESTORATION OPTION AND SUCH OTHER TERMS AND CONDITIONS AS
THE COMMITTEE IN ITS SOLE DISCRETION SHALL DETERMINE.
5
SECTION 7.
STOCK APPRECIATION RIGHTS.
(A)
GRANT.
(I)
PRIOR TO MAY 3, 2002 AND SUBJECT TO THE
PROVISIONS OF THE PLAN, THE COMMITTEE SHALL HAVE SOLE AND COMPLETE AUTHORITY TO
DETERMINE THE EMPLOYEES TO WHOM STOCK APPRECIATION RIGHTS SHALL BE GRANTED, THE
NUMBER OF SHARES TO BE COVERED BY EACH STOCK APPRECIATION RIGHT AWARD, THE GRANT
PRICE THEREOF AND THE CONDITIONS AND LIMITATIONS APPLICABLE TO THE EXERCISE
THEREOF.
STOCK APPRECIATION RIGHTS MAY BE GRANTED IN TANDEM WITH ANOTHER AWARD,
IN ADDITION TO ANOTHER AWARD, OR FREESTANDING AND UNRELATED TO ANOTHER AWARD.
STOCK APPRECIATION RIGHTS GRANTED IN TANDEM WITH