EFFECTIVE
DATE UNDER THE PRIOR PLAN.
TO THE EXTENT ANY AWARD UNDER THIS PLAN IS EXERCISED
OR CASHED OUT OR TERMINATES OR EXPIRES OR IS FORFEITED WITHOUT A PAYMENT BEING
MADE TO THE PARTICIPANT IN THE FORM OF SHARES, THE SHARES SUBJECT TO SUCH AWARD
THAT WERE NOT SO PAID, IF ANY, SHALL AGAIN BE AVAILABLE FOR DISTRIBUTION IN
CONNECTION WITH AWARDS UNDER THE PLAN.
IF A SAR IS EXERCISED, ONLY THE NUMBER
OF SHARES ISSUED, IF ANY, WILL BE DEEMED DELIVERED FOR PURPOSES OF DETERMINING
THE MAXIMUM NUMBER OF SHARES AVAILABLE FOR DELIVERY UNDER THE PLAN.
ANY SHARES
THAT ARE USED BY A PARTICIPANT AS FULL OR PARTIAL PAYMENT OF WITHHOLDING OR
OTHER TAXES OR AS PAYMENT FOR THE EXERCISE PRICE OF AN AWARD UNDER THE PLAN
SHALL BE AVAILABLE FOR DISTRIBUTION IN CONNECTION WITH AWARDS UNDER THE PLAN.
(B)
SHARES UNDER PRIOR PLAN.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY
AWARD MADE UNDER THE PRIOR PLAN BEFORE THE EXPIRATION OF SUCH PRIOR PLAN SHALL
CONTINUE TO BE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH PRIOR PLAN AND THE
APPLICABLE AWARD AGREEMENT.
(C)
ADJUSTMENTS.
(I)
IN THE EVENT OF ANY MERGER, REORGANIZATION, CONSOLIDATION,
RECAPITALIZATION, RECLASSIFICATION, DISTRIBUTION, STOCK DIVIDEND, STOCK SPLIT,
REVERSE STOCK SPLIT, SPLIT-UP, SPIN-OFF, COMBINATION, REPURCHASE OR EXCHANGE OF
SHARES, ISSUANCE OF RIGHTS OR WARRANTS OR OTHER SIMILAR TRANSACTION OR EVENT
AFFECTING THE SHARES, THE COMMITTEE IS AUTHORIZED TO MAKE SUCH ADJUSTMENTS OR
SUBSTITUTIONS WITH RESPECT TO THE PLAN AND TO AWARDS GRANTED THEREUNDER AS IT
DEEMS APPROPRIATE TO REFLECT THE OCCURRENCE OF SUCH EVENT, INCLUDING, BUT NOT
LIMITED TO, ADJUSTMENTS (1) TO THE AGGREGATE NUMBER AND KIND OF SECURITIES
RESERVED FOR ISSUANCE UNDER THE PLAN, (2) TO THE AWARD LIMITS SET FORTH IN
SECTION 5(C), AND (3) TO THE NUMBER AND KIND OF SECURITIES SUBJECT TO
OUTSTANDING AWARDS AND, IF APPLICABLE, THE GRANT OR EXERCISE PRICE OF
OUTSTANDING AWARDS.
(II)
IN CONNECTION WITH A SPIN-OFF OR SIMILAR CORPORATE TRANSACTION,
THE ADJUSTMENTS DESCRIBED IN THIS SECTION 4(C) MAY INCLUDE, BUT ARE NOT LIMITED
TO, THE ASSUMPTION OF THE AWARD OR THE SUBSTITUTION OF COMPARABLE STOCK OPTIONS
TO PURCHASE THE STOCK OF ANOTHER ENTITY OR STOCK APPRECIATION RIGHTS REFLECTING
THE SECURITIES OF ANOTHER ENTITY, WHICH MAY BE SETTLED IN THE FORM OF CASH,
SHARES, STOCK OF SUCH OTHER ENTITY, OR OTHER SECURITIES OR PROPERTY, AS
DETERMINED BY THE COMMITTEE; AND, IN THE EVENT OF SUCH A SUBSTITUTION,
REFERENCES IN THIS PLAN AND IN THE APPLICABLE AWARD AGREEMENT THEREUNDER TO
"SHARES" SHALL BE DEEMED TO ALSO REFER TO THE SECURITIES OF THE OTHER ENTITY
WHERE APPROPRIATE.
(III)
NOTWITHSTANDING THE ABOVE, THE NUMBER OF SHARES COVERED BY ANY
AWARD OR TO WHICH SUCH AWARD RELATES ALWAYS SHALL BE A WHOLE NUMBER.
Section 5.
Eligibility.
(A)
DESIGNATION OF PARTICIPANTS.
ANY ELIGIBLE PERSON SHALL BE
ELIGIBLE TO BE DESIGNATED A PARTICIPANT.
IN DETERMINING WHICH ELIGIBLE PERSONS
SHALL RECEIVE AN AWARD AND THE TERMS OF ANY AWARD, THE COMMITTEE MAY TAKE INTO
ACCOUNT THE NATURE OF THE SERVICES RENDERED BY THE RESPECTIVE ELIGIBLE PERSONS,