MEANS AS TO ANY PERFORMANCE PERIOD, THE PERCENTAGE
EQUAL TO THE COMPANY'S NET INCOME OR THE BUSINESS UNIT'S PRO FORMA NET INCOME,
DIVIDED BY THE COMPANY'S OR THE BUSINESS UNIT'S ANNUAL REVENUE.
(EEE)
"RULE 16B-3" MEANS RULE 16B-3 OF THE EXCHANGE ACT OR ANY SUCCESSOR
TO RULE 16B-3, AS IN EFFECT WHEN DISCRETION IS BEING EXERCISED WITH RESPECT TO
THE PLAN.
(FFF)
"SECTION 16(B)" MEANS SECTION 16(B) OF THE EXCHANGE ACT.
(GGG)
"SERVICE PROVIDER" MEANS AN EMPLOYEE, DIRECTOR OR CONSULTANT.
(HHH)
"SHARE" MEANS A SHARE OF THE COMMON STOCK, AS ADJUSTED IN ACCORDANCE
WITH SECTION 15 OF THE PLAN.
(III)
"STOCK APPRECIATION RIGHT" MEANS AN AWARD, GRANTED ALONE OR IN
CONNECTION WITH AN OPTION, THAT PURSUANT TO SECTION 7 IS DESIGNATED AS A STOCK
APPRECIATION RIGHT.
6
(JJJ)
"SUBSIDIARY" MEANS A "SUBSIDIARY CORPORATION," WHETHER NOW OR
HEREAFTER EXISTING, AS DEFINED IN CODE SECTION 424(F).
(KKK)
"SUCCESSOR CORPORATION" HAS THE MEANING GIVEN TO SUCH TERM IN
SECTION 15(C) OF THE PLAN.
3.
STOCK SUBJECT TO THE PLAN.
(A)
STOCK SUBJECT TO THE PLAN.
SUBJECT TO THE PROVISIONS OF
SECTION 15 OF THE PLAN, THE MAXIMUM AGGREGATE NUMBER OF SHARES THAT MAY BE
AWARDED AND SOLD UNDER THE PLAN IS 45,000,000 SHARES.
THE SHARES MAY BE
AUTHORIZED, BUT UNISSUED, OR REACQUIRED COMMON STOCK.
(B)
FULL VALUE AWARDS.
ANY SHARES SUBJECT TO AWARDS OTHER THAN
OPTIONS OR STOCK APPRECIATION RIGHTS WILL BE COUNTED AGAINST THE NUMERICAL
LIMITS OF THIS SECTION 3 AS 1.22 SHARES FOR EVERY ONE SHARE SUBJECT THERETO.
FURTHER, IF SHARES ACQUIRED PURSUANT TO ANY SUCH AWARD ARE FORFEITED OR
REPURCHASED BY THE COMPANY AND WOULD OTHERWISE RETURN TO THE PLAN PURSUANT TO
SECTION 3(C), 1.22 TIMES THE NUMBER OF SHARES SO FORFEITED OR REPURCHASED WILL
RETURN TO THE PLAN AND WILL AGAIN BECOME AVAILABLE FOR ISSUANCE.
(C)
LAPSED AWARDS.
IF AN AWARD EXPIRES OR BECOMES UNEXERCISABLE
WITHOUT HAVING BEEN EXERCISED IN FULL, OR, WITH RESPECT TO RESTRICTED STOCK,
RESTRICTED STOCK UNITS, PERFORMANCE SHARES OR PERFORMANCE UNITS WHICH ARE TO BE
SETTLED IN SHARES, IS FORFEITED TO OR REPURCHASED BY THE COMPANY, THE
UNPURCHASED SHARES (OR FOR AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION
RIGHTS, THE FORFEITED OR REPURCHASED SHARES) WHICH WERE SUBJECT THERETO WILL
BECOME AVAILABLE FOR FUTURE GRANT OR SALE UNDER THE PLAN (UNLESS THE PLAN HAS
TERMINATED).
UPON EXERCISE OF A STOCK APPRECIATION RIGHT SETTLED IN SHARES, THE
GROSS NUMBER OF SHARES COVERED BY THE PORTION OF THE AWARD SO EXERCISED WILL
CEASE TO BE AVAILABLE UNDER THE PLAN.
IF UNVESTED SHARES OF RESTRICTED STOCK,
OR UNVESTED SHARES ISSUED PURSUANT TO AWARDS OF RESTRICTED STOCK UNITS,
PERFORMANCE SHARES OR PERFORMANCE UNITS ARE REPURCHASED BY OR FORFEITED TO THE
COMPANY, SUCH SHARES WILL BECOME AVAILABLE FOR FUTURE GRANT UNDER THE PLAN.
SHARES USED TO PAY THE TAX AND EXERCISE PRICE OF AN AWARD WILL NOT BECOME
AVAILABLE FOR FUTURE GRANT OR SALE UNDER THE PLAN.
TO THE EXTENT AN AWARD UNDER
THE PLAN IS PAID OUT IN CASH RATHER THAN SHARES, SUCH CASH PAYMENT WILL NOT
RESULT IN