FURTHER CONSIDERATIONS AS THE COMMITTEE SHALL
DETERMINE.
IX. COVENANTS OF THE COMPANY.
9.1
AVAILABILITY OF SHARES.
DURING THE TERMS OF THE STOCK AWARDS, THE
COMPANY SHALL KEEP AVAILABLE AT ALL TIMES THE NUMBER OF SHARES OF COMMON STOCK
REQUIRED TO SATISFY SUCH STOCK AWARDS.
9.2
SECURITIES LAW COMPLIANCE.
THE COMPANY SHALL SEEK TO OBTAIN FROM
EACH REGULATORY COMMISSION OR AGENCY HAVING JURISDICTION OVER THE PLAN SUCH
AUTHORITY AS MAY BE REQUIRED TO GRANT STOCK AWARDS AND TO ISSUE AND SELL SHARES
OF COMMON STOCK UPON EXERCISE, REDEMPTION OR SATISFACTION OF THE STOCK AWARDS;
PROVIDED, HOWEVER, THAT THIS UNDERTAKING SHALL NOT REQUIRE THE COMPANY TO
REGISTER UNDER THE SECURITIES ACT THE PLAN, ANY STOCK AWARD OR ANY COMMON STOCK
ISSUED OR ISSUABLE PURSUANT TO ANY SUCH STOCK AWARD.
IF, AFTER REASONABLE
EFFORTS, THE COMPANY IS UNABLE TO OBTAIN FROM ANY SUCH REGULATORY COMMISSION OR
AGENCY THE AUTHORITY WHICH COUNSEL FOR THE COMPANY DEEMS NECESSARY FOR THE
LAWFUL ISSUANCE AND SALE OF COMMON STOCK UNDER THE PLAN, THE COMPANY SHALL BE
RELIEVED FROM ANY LIABILITY FOR FAILURE TO ISSUE AND SELL COMMON STOCK RELATED
TO SUCH STOCK AWARDS UNLESS AND UNTIL SUCH AUTHORITY IS OBTAINED.
X. QUALIFYING PERFORMANCE-BASED COMPENSATION
10.1
GENERAL.
THE COMMITTEE MAY ESTABLISH PERFORMANCE CRITERIA AND THE
LEVEL OF ACHIEVEMENT VERSUS SUCH CRITERIA THAT SHALL DETERMINE THE NUMBER OF
SHARES OF COMMON STOCK TO BE GRANTED, RETAINED, VESTED, ISSUED OR ISSUABLE UNDER
OR IN SETTLEMENT OF OR THE AMOUNT PAYABLE PURSUANT TO A STOCK AWARD (INCLUDING
A, RESTRICTED STOCK BONUS, RESTRICTED STOCK PURCHASE RIGHT, RESTRICTED STOCK
UNIT, PERFORMANCE SHARE BONUS OR PERFORMANCE SHARE UNIT AWARD), WHICH CRITERIA
MAY BE BASED ON QUALIFYING PERFORMANCE CRITERIA OR OTHER STANDARDS OF FINANCIAL
PERFORMANCE AND/OR PERSONAL PERFORMANCE EVALUATIONS.
IN ADDITION, THE COMMITTEE
MAY SPECIFY THAT A STOCK AWARD OR A PORTION OF A STOCK AWARD IS INTENDED TO
SATISFY THE REQUIREMENTS FOR "PERFORMANCE-BASED COMPENSATION" UNDER
SECTION 162(M) OF THE CODE, PROVIDED THAT THE PERFORMANCE CRITERIA FOR SUCH
AWARD OR PORTION OF A STOCK AWARD THAT IS INTENDED BY THE COMMITTEE TO SATISFY
THE REQUIREMENTS FOR "PERFORMANCE-BASED COMPENSATION" UNDER SECTION 162(M) OF
THE CODE SHALL BE A MEASURE BASED ON ONE OR MORE QUALIFYING PERFORMANCE CRITERIA
SELECTED BY THE COMMITTEE AND SPECIFIED AT THE TIME THE AWARD IS GRANTED, OR
WITHIN THE TIME PRESCRIBED BY SECTION 162(M) AND SHALL OTHERWISE BE IN
COMPLIANCE WITH SECTION 162(M).
THE COMMITTEE SHALL CERTIFY THE EXTENT TO WHICH
ANY QUALIFYING PERFORMANCE CRITERIA HAS BEEN SATISFIED, AND THE AMOUNT PAYABLE
AS A RESULT THEREOF, PRIOR TO PAYMENT, SETTLEMENT OR VESTING OF ANY AWARD THAT
IS INTENDED TO SATISFY THE REQUIREMENTS FOR "PERFORMANCE-BASED COMPENSATION"
UNDER SECTION 162(M) OF THE CODE.
NOTWITHSTANDING SATISFACTION OF ANY
PERFORMANCE GOALS, THE NUMBER OF SHARES OF COMMON STOCK ISSUED UNDER OR THE
AMOUNT PAID UNDER AN AWARD MAY, TO THE EXTENT SPECIFIED IN THE STOCK AWARD
AGREEMENT, BE REDUCED, BUT NOT INCREASED, BY THE COMMITTEE ON THE BASIS OF SUCH
FURTHER CONSIDERATIONS AS THE COMMITTEE IN ITS SOLE DISCRETION SHALL DETERMINE.
10.2
ADJUSTMENTS.
TO THE EXTENT