THE PAR VALUE OF A SHARE ON THE DATE OF GRANT,
UNLESS OTHERWISE PERMITTED BY APPLICABLE STATE LAW.
THE COMMITTEE MAY DETERMINE
THAT PARTICIPANTS IN THE PLAN MAY BE AWARDED A RESTRICTED STOCK UNIT OR STOCK
BONUS IN CONSIDERATION FOR PAST SERVICES ACTUALLY RENDERED TO THE COMPANY FOR
ITS BENEFIT.
(E)
AN AWARD OF A RESTRICTED STOCK UNIT OR STOCK BONUS SHALL ONLY BE
EXERCISABLE OR PAYABLE WHILE THE PARTICIPANT IS AN EMPLOYEE, DIRECTOR,
CONSULTANT OR PERSON HAVING A UNIQUE RELATIONSHIP WITH THE COMPANY, AS
APPLICABLE; PROVIDED, HOWEVER, THAT THE COMMITTEE IN ITS SOLE AND ABSOLUTE
DISCRETION MAY PROVIDE THAT AN AWARD OF A RESTRICTED STOCK UNIT OR STOCK BONUS
MAY BE EXERCISED OR PAID SUBSEQUENT TO A TERMINATION OF EMPLOYMENT OR SERVICE,
AS APPLICABLE, OR FOLLOWING A CHANGE IN CONTROL OF THE COMPANY, OR BECAUSE OF
THE PARTICIPANT'S RETIREMENT, DEATH OR DISABILITY, OR OTHERWISE.
(F)
ALL AWARDS UNDER THIS SECTION 7 SHALL BE SUBJECT TO SUCH
ADDITIONAL TERMS AND CONDITIONS AS DETERMINED BY THE COMMITTEE AND SHALL BE
EVIDENCED BY AN AWARD AGREEMENT.
8.
PERFORMANCE-BASED AWARDS
(A)
PURPOSE.
THE PURPOSE OF THIS SECTION 8 IS TO PROVIDE THE
COMMITTEE THE ABILITY TO QUALIFY AWARDS OTHER THAN STOCK OPTIONS AND THAT ARE
GRANTED PURSUANT TO SECTIONS 6 AND 7 AS QUALIFIED PERFORMANCE-BASED
COMPENSATION.
IF THE COMMITTEE, IN ITS DISCRETION, DECIDES TO GRANT A
PERFORMANCE-BASED AWARD TO A COVERED EMPLOYEE, THE PROVISIONS OF THIS SECTION 8
SHALL CONTROL OVER ANY CONTRARY PROVISION CONTAINED IN SECTIONS 6 AND 7;
PROVIDED, HOWEVER, THAT THE COMMITTEE MAY IN ITS DISCRETION GRANT AWARDS TO
COVERED EMPLOYEES THAT ARE BASED ON PERFORMANCE CRITERIA OR PERFORMANCE GOALS
BUT THAT DO NOT SATISFY THE REQUIREMENTS OF THIS SECTION 8.
(B)
APPLICABILITY.
THIS SECTION 8 SHALL APPLY ONLY TO THOSE COVERED
EMPLOYEES SELECTED BY THE COMMITTEE TO RECEIVE PERFORMANCE-BASED AWARDS.
THE
DESIGNATION OF A COVERED EMPLOYEE AS A PARTICIPANT FOR A PERFORMANCE PERIOD
SHALL NOT IN ANY MANNER ENTITLE THE PARTICIPANT TO RECEIVE AN AWARD FOR THE
PERIOD.
MOREOVER, DESIGNATION OF A COVERED EMPLOYEE AS A PARTICIPANT FOR A
PARTICULAR PERFORMANCE PERIOD SHALL NOT REQUIRE DESIGNATION OF SUCH COVERED
EMPLOYEE AS A PARTICIPANT IN ANY SUBSEQUENT PERFORMANCE PERIOD AND DESIGNATION
OF ONE COVERED EMPLOYEE AS A PARTICIPANT SHALL NOT REQUIRE DESIGNATION OF ANY
OTHER COVERED EMPLOYEES AS A PARTICIPANT IN SUCH PERIOD OR IN ANY OTHER PERIOD.
(C)
PROCEDURES WITH RESPECT TO PERFORMANCE-BASED AWARDS.
TO THE
EXTENT NECESSARY TO COMPLY WITH THE QUALIFIED PERFORMANCE-BASED COMPENSATION
REQUIREMENTS OF
6
SECTION 162(M)(4)(C) OF THE CODE, WITH RESPECT TO ANY AWARD GRANTED UNDER
SECTIONS 6 AND 7 WHICH MAY BE GRANTED TO ONE OR MORE COVERED EMPLOYEES, NO LATER
THAN 90 DAYS FOLLOWING THE COMMENCEMENT OF ANY FISCAL YEAR IN QUESTION OR ANY
OTHER DESIGNATED FISCAL PERIOD OR PERIOD OF SERVICE (OR SUCH OTHER TIME AS MAY
BE REQUIRED OR PERMITTED BY SECTION 162(M) OF THE CODE), THE COMMITTEE SHALL, IN
WRITING, (A) DESIGNATE ONE OR MORE COVERED EMPLOYEES, (B) SELECT THE PERFORMANCE
CRITERIA APPLICABLE TO THE PERFORMANCE PERIOD, (C) ESTABLISH