OF COMMON
STOCK WERE ACQUIRED BY THE HOLDER FROM THE COMPANY) IN ORDER TO SATISFY THE
HOLDER'S FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND PAYROLL TAX LIABILITIES
WITH RESPECT TO THE ISSUANCE, VESTING, EXERCISE OR PAYMENT OF THE AWARD SHALL BE
LIMITED TO THE NUMBER OF SHARES WHICH HAVE A FAIR MARKET VALUE ON THE DATE OF
WITHHOLDING OR REPURCHASE EQUAL TO THE AGGREGATE AMOUNT OF SUCH LIABILITIES
BASED ON THE MINIMUM STATUTORY WITHHOLDING RATES FOR FEDERAL, STATE, LOCAL AND
FOREIGN INCOME TAX AND PAYROLL TAX PURPOSES THAT ARE APPLICABLE TO SUCH
SUPPLEMENTAL TAXABLE INCOME.
11.6.
PROHIBITION ON REPRICING.
SUBJECT TO SECTION 11.3,
THE ADMINISTRATOR SHALL NOT, WITHOUT THE APPROVAL OF THE STOCKHOLDERS OF THE
COMPANY, AUTHORIZE THE AMENDMENT OF ANY OUTSTANDING AWARD TO REDUCE ITS PRICE
PER SHARE.
FURTHERMORE, NO AWARD SHALL BE CANCELED AND REPLACED WITH THE GRANT
OF AN AWARD HAVING A LESSER PRICE PER SHARE WITHOUT THE FURTHER APPROVAL OF
STOCKHOLDERS OF THE COMPANY.
SUBJECT TO SECTION 11.2, THE ADMINISTRATOR SHALL
HAVE THE AUTHORITY, WITHOUT THE APPROVAL OF THE STOCKHOLDERS OF THE COMPANY, TO
AMEND ANY OUTSTANDING AWARD TO INCREASE THE PRICE PER SHARE OR TO CANCEL AND
REPLACE AN AWARD WITH THE GRANT OF AN AWARD HAVING A PRICE PER SHARE THAT IS
GREATER THAN OR EQUAL TO THE PRICE PER SHARE OF THE ORIGINAL AWARD.
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11.7.
FORFEITURE PROVISIONS.
PURSUANT TO ITS GENERAL
AUTHORITY TO DETERMINE THE TERMS AND CONDITIONS APPLICABLE TO AWARDS UNDER THE
PLAN, THE ADMINISTRATOR SHALL HAVE THE RIGHT TO PROVIDE, IN THE TERMS OF AWARDS
MADE UNDER THE PLAN, OR TO REQUIRE A HOLDER TO AGREE BY SEPARATE WRITTEN
INSTRUMENT, THAT:
(A)(I) ANY PROCEEDS, GAINS OR OTHER ECONOMIC BENEFIT ACTUALLY
OR CONSTRUCTIVELY RECEIVED BY THE HOLDER UPON ANY RECEIPT OR EXERCISE OF THE
AWARD, OR UPON THE RECEIPT OR RESALE OF ANY COMMON STOCK UNDERLYING THE AWARD,
MUST BE PAID TO THE COMPANY, AND (II) THE AWARD SHALL TERMINATE AND ANY
UNEXERCISED PORTION OF THE AWARD (WHETHER OR NOT VESTED) SHALL BE FORFEITED, IF
(B)(I) A TERMINATION OF EMPLOYMENT, TERMINATION OF DIRECTORSHIP OR TERMINATION
OF CONSULTANCY OCCURS PRIOR TO A SPECIFIED DATE, OR WITHIN A SPECIFIED TIME
PERIOD FOLLOWING RECEIPT OR EXERCISE OF THE AWARD, OR (II) THE HOLDER AT ANY
TIME, OR DURING A SPECIFIED TIME PERIOD, ENGAGES IN ANY ACTIVITY IN COMPETITION
WITH THE COMPANY, OR WHICH IS INIMICAL, CONTRARY OR HARMFUL TO THE INTERESTS OF
THE COMPANY, AS FURTHER DEFINED BY THE ADMINISTRATOR OR (III) THE HOLDER INCURS
A TERMINATION OF EMPLOYMENT, TERMINATION OF DIRECTORSHIP OR TERMINATION OF
CONSULTANCY FOR "CAUSE" (AS SUCH TERM IS DEFINED IN THE DISCRETION OF THE
ADMINISTRATOR, OR AS SET FORTH IN A WRITTEN AGREEMENT RELATING TO SUCH AWARD
BETWEEN THE COMPANY AND THE HOLDER).
11.8.
EFFECT OF PLAN UPON OTHER COMPENSATION PLANS.
THE
ADOPTION OF THE PLAN SHALL NOT AFFECT ANY OTHER COMPENSATION OR INCENTIVE PLANS
IN EFFECT FOR THE COMPANY OR ANY SUBSIDIARY.
NOTHING IN THE PLAN SHALL BE
CONSTRUED TO LIMIT THE RIGHT OF THE COMPANY OR ANY