BY EACH COVERED OFFICER FOR SUCH
PERFORMANCE PERIOD.
FOLLOWING THE COMPLETION OF EACH PERFORMANCE PERIOD, THE
BOARD SHALL CERTIFY IN WRITING WHETHER THE APPLICABLE PERFORMANCE TARGETS HAVE
BEEN ACHIEVED AND THE AMOUNTS, IF ANY, PAYABLE TO COVERED OFFICERS FOR SUCH
PERFORMANCE PERIOD.
IN DETERMINING THE AMOUNT EARNED BY A COVERED OFFICER FOR A
GIVEN PERFORMANCE PERIOD, SUBJECT TO ANY APPLICABLE AWARD AGREEMENT, THE BOARD
SHALL HAVE THE RIGHT TO REDUCE (BUT NOT INCREASE) THE AMOUNT PAYABLE AT A GIVEN
LEVEL OF PERFORMANCE TO TAKE INTO ACCOUNT ADDITIONAL FACTORS THAT THE BOARD MAY
DEEM RELEVANT IN ITS SOLE DISCRETION TO THE ASSESSMENT OF INDIVIDUAL OR
CORPORATE PERFORMANCE FOR THE PERFORMANCE PERIOD.
SECTION 12.
TERMINATION OF EMPLOYMENT.
THE BOARD SHALL HAVE THE FULL
POWER AND AUTHORITY TO DETERMINE THE TERMS AND CONDITIONS THAT SHALL APPLY TO
ANY AWARD UPON A TERMINATION OF EMPLOYMENT WITH THE COMPANY, ITS SUBSIDIARIES
AND AFFILIATES, INCLUDING A TERMINATION BY THE COMPANY WITH OR WITHOUT CAUSE, BY
A PARTICIPANT VOLUNTARILY, OR BY REASON OF DEATH, DISABILITY OR RETIREMENT, AND
MAY PROVIDE SUCH TERMS AND CONDITIONS IN THE AWARD AGREEMENT OR IN SUCH
RULES AND REGULATIONS AS IT MAY PRESCRIBE.
SECTION 13.
CHANGE IN CONTROL.
THE BOARD MAY SPECIFY IN THE
APPLICABLE AWARD AGREEMENT AT OR AFTER GRANT, OR OTHERWISE BY RESOLUTION PRIOR
TO A CHANGE IN CONTROL, THAT ALL OR A PORTION OF THE OUTSTANDING AWARDS SHALL
VEST, BECOME IMMEDIATELY EXERCISABLE OR PAYABLE AND HAVE ALL RESTRICTIONS LIFTED
UPON A CHANGE IN CONTROL.
SECTION 14.
AMENDMENT AND TERMINATION.
(A)
AMENDMENTS TO THE PLAN.
THE BOARD MAY AMEND, ALTER, SUSPEND,
DISCONTINUE OR TERMINATE THE PLAN OR ANY PORTION THEREOF AT ANY TIME; PROVIDED
THAT NO SUCH AMENDMENT, ALTERATION, SUSPENSION, DISCONTINUATION OR TERMINATION
SHALL BE MADE WITHOUT SHAREHOLDER APPROVAL IF SUCH APPROVAL IS NECESSARY TO
COMPLY WITH ANY TAX OR REGULATORY REQUIREMENT FOR WHICH OR WITH WHICH THE BOARD
DEEMS IT NECESSARY OR DESIRABLE TO COMPLY, AND PROVIDED FURTHER, THAT NO
AMENDMENT THAT SHALL INCREASE THE FUNGIBLE SHARE POOL SHALL BE EFFECTIVE UNLESS
SUCH INCREASE HAS BEEN APPROVED BY THE COMPANY'S SHAREHOLDERS AS AND TO THE
EXTENT REQUIRED BY THE LISTING STANDARDS OF THE NEW YORK STOCK EXCHANGE.
(B)
AMENDMENTS TO AWARDS.
SUBJECT TO THE RESTRICTIONS OF
SECTION 6(B), THE BOARD MAY WAIVE ANY CONDITIONS OR RIGHTS UNDER, AMEND ANY
TERMS OF OR ALTER, SUSPEND, DISCONTINUE, CANCEL OR TERMINATE, ANY AWARD
THERETOFORE GRANTED, PROSPECTIVELY OR RETROACTIVELY; PROVIDED THAT ANY SUCH
WAIVER, AMENDMENT, ALTERATION, SUSPENSION, DISCONTINUANCE, CANCELLATION OR
TERMINATION THAT WOULD MATERIALLY AND ADVERSELY AFFECT THE RIGHTS OF ANY
PARTICIPANT OR ANY HOLDER OR BENEFICIARY OF ANY AWARD THERETOFORE GRANTED SHALL
NOT TO THAT EXTENT BE EFFECTIVE WITHOUT THE CONSENT OF THE AFFECTED PARTICIPANT,
HOLDER OR BENEFICIARY.
(C)
ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS.
THE BOARD IS HEREBY AUTHORIZED TO MAKE EQUITABLE AND
PROPORTIONATE ADJUSTMENTS IN THE TERMS AND CONDITIONS OF, AND THE CRITERIA
INCLUDED IN, AWARDS IN RECOGNITION OF UNUSUAL OR NONRECURRING EVENTS (AND SHALL
MAKE SUCH ADJUSTMENTS FOR EVENTS DESCRIBED IN SECTION 4(C))