MAY DEEM APPROPRIATE, INCLUDING,
WITHOUT LIMITATION, BOOK-ENTRY REGISTRATION OR ISSUANCE OF A STOCK CERTIFICATE
OR CERTIFICATES.
IN THE EVENT ANY STOCK CERTIFICATE IS ISSUED TO EVIDENCE
SHARES OF RESTRICTED STOCK GRANTED UNDER THE PLAN, SUCH CERTIFICATE SHALL BE
REGISTERED IN THE NAME OF THE PARTICIPANT AND SHALL BEAR AN APPROPRIATE LEGEND
(AS DETERMINED BY THE COMMITTEE) REFERRING TO THE TERMS, CONDITIONS AND
RESTRICTIONS APPLICABLE TO SUCH RESTRICTED STOCK.
UPON COMPLETION OF THE
APPLICABLE RESTRICTION PERIOD, THE RELATED RESTRICTION OR RESTRICTIONS UPON THE
AWARD SHALL EXPIRE AND NEW CERTIFICATES REPRESENTING THE AWARD SHALL BE ISSUED
WITHOUT THE APPLICABLE RESTRICTIVE LEGEND DESCRIBED HEREIN.
SUCH SHARES SHALL
BE DELIVERED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH PARTICIPANT'S
AWARD AGREEMENT.
(D)
PERFORMANCE AWARDS.
THE COMMITTEE IS HEREBY AUTHORIZED TO GRANT
PERFORMANCE AWARDS TO PARTICIPANTS. SUBJECT TO THE TERMS OF THE PLAN AND ANY
APPLICABLE AWARD AGREEMENT, A PERFORMANCE AWARD GRANTED UNDER THE PLAN (I) MAY
BE DENOMINATED OR PAYABLE IN CASH, SHARES (INCLUDING, WITHOUT LIMITATION,
RESTRICTED STOCK), OTHER SECURITIES, OTHER AWARDS OR OTHER PROPERTY AND
(II) SHALL CONFER ON THE HOLDER THEREOF RIGHTS VALUED AS DETERMINED BY THE
COMMITTEE AND PAYABLE TO, OR EXERCISABLE BY, THE HOLDER OF THE PERFORMANCE
AWARD, IN WHOLE OR IN PART, UPON THE ACHIEVEMENT OF SUCH PERFORMANCE GOALS
DURING SUCH PERFORMANCE PERIODS AS THE COMMITTEE SHALL ESTABLISH.
SUBJECT TO
THE TERMS OF THE PLAN, THE COMMITTEE SHALL ESTABLISH PERFORMANCE GOALS TO BE
ACHIEVED DURING ANY PERFORMANCE PERIOD, THE LENGTH OF ANY PERFORMANCE PERIOD,
THE AMOUNT OF ANY PERFORMANCE AWARD GRANTED, AND THE AMOUNT OF ANY PAYMENT OR
TRANSFER TO BE MADE PURSUANT TO ANY PERFORMANCE AWARD.
7
(E)
CODE SECTION 162(M) REQUIREMENTS.
THE COMMITTEE IN ITS SOLE
DISCRETION SHALL DETERMINE WHETHER AWARDS MADE PURSUANT TO THE PLAN SHALL BE
DESIGNED TO MEET THE REQUIREMENTS OF PERFORMANCE-BASED COMPENSATION WITHIN THE
MEANING OF SECTION 162(M) OF THE CODE AND ANY REGULATIONS ISSUED THEREUNDER.
THE PERFORMANCE GOALS AMONG WHICH THE COMMITTEE MAY SELECT FOR PURPOSES OF
SATISFYING THE PERFORMANCE-BASED COMPENSATION CONDITIONS UNDER SECTION 162(M) OF
THE CODE INCLUDE EARNINGS PER SHARE, REVENUES, SHARE PRICE, MARKET PERFORMANCE,
PROFITABILITY AND/OR OTHER CRITERIA RELATED TO THE COMPANY'S OVERALL PERFORMANCE
OR THE PERFORMANCE OF A PARTICULAR BUSINESS UNIT, CORPORATE STAFF, OR IN SOME
CASES, INDIVIDUAL PERFORMANCE.
(F)
TERMINATION, RETIREMENT, DISABILITY AND DEATH.
IN THE EVENT A
PARTICIPANT CEASES EMPLOYMENT WITH THE COMPANY OR ANY AFFILIATE PRIOR TO
EXERCISE OF THE PARTICIPANT'S OPTION OR STOCK APPRECIATION RIGHT, PRIOR TO THE
LAPSE OF ANY RESTRICTION PERIOD OR PRIOR TO THE ACHIEVEMENT OF ANY PERFORMANCE
GOALS OR LAPSE OF ANY PERFORMANCE PERIOD, SUCH AWARD SHALL BE SUBJECT TO THE
FOLLOWING PROVISIONS:
(I)
TERMINATION.
IF THE TERMINATION IS AT THE COMPANY'S REQUEST FOR
GROSS MISCONDUCT BY THE PARTICIPANT, THE PARTICIPANT'S AWARD SHALL BE FORFEITED
IMMEDIATELY.
IF THE TERMINATION IS AT THE PARTICIPANT'S REQUEST, OR AT THE
COMPANY'S REQUEST FOR REASONS OTHER THAN GROSS MISCONDUCT, THE AWARD SHALL BE
FORFEITED IMMEDIATELY UNLESS THE COMMITTEE IN ITS DISCRETION DECIDES THAT AN
OPTION OR STOCK APPRECIATION RIGHT SHALL BE EXERCISABLE