TERMS AND CONDITIONS THEREON
AS THE ADMINISTRATOR DEEMS APPROPRIATE.
ANY RESTRICTED STOCK UNITS THAT ARE
ELECTED TO BE RECEIVED IN LIEU OF CASH COMPENSATION SHALL BE FULLY VESTED,
UNLESS OTHERWISE PROVIDED IN THE AWARD CERTIFICATE.
(C)
RIGHTS AS A STOCKHOLDER.
A GRANTEE SHALL HAVE THE RIGHTS AS A
STOCKHOLDER ONLY AS TO SHARES OF STOCK ACQUIRED BY THE GRANTEE UPON SETTLEMENT
OF RESTRICTED STOCK UNITS; PROVIDED, HOWEVER, THAT THE GRANTEE MAY BE CREDITED
WITH DIVIDEND EQUIVALENT RIGHTS WITH RESPECT TO THE PHANTOM STOCK UNITS
UNDERLYING HIS RESTRICTED STOCK UNITS, SUBJECT TO SUCH TERMS AND CONDITIONS AS
THE ADMINISTRATOR MAY DETERMINE.
(D)
TERMINATION.
EXCEPT AS MAY OTHERWISE BE PROVIDED BY THE
ADMINISTRATOR EITHER IN THE AWARD CERTIFICATE OR, SUBJECT TO SECTION 16 BELOW,
IN WRITING AFTER THE AWARD IS ISSUED, A GRANTEE'S RIGHT IN ALL RESTRICTED STOCK
UNITS THAT HAVE NOT VESTED SHALL AUTOMATICALLY TERMINATE UPON THE GRANTEE'S
TERMINATION OF EMPLOYMENT (OR CESSATION OF SERVICE RELATIONSHIP) WITH THE
COMPANY AND ITS SUBSIDIARIES FOR ANY REASON.
SECTION 9.
UNRESTRICTED STOCK AWARDS
Grant or Sale of Unrestricted Stock.
The Administrator may, in its sole
discretion, grant (or sell at par value or such higher purchase price determined
by the Administrator) an Unrestricted Stock Award under the Plan.
Unrestricted
Stock Awards may be granted only to Non-Employee Directors.
SECTION 10.
PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES
(A)
PERFORMANCE-BASED AWARDS.
ANY EMPLOYEE OR OTHER KEY PERSON
PROVIDING SERVICES TO THE COMPANY AND WHO IS SELECTED BY THE ADMINISTRATOR MAY
BE GRANTED ONE OR MORE PERFORMANCE-BASED AWARDS IN THE FORM OF A RESTRICTED
STOCK AWARD OR RESTRICTED STOCK UNITS PAYABLE UPON THE ATTAINMENT OF PERFORMANCE
GOALS THAT ARE ESTABLISHED BY THE ADMINISTRATOR AND RELATE TO ONE OR MORE OF THE
PERFORMANCE CRITERIA, IN EACH CASE ON A SPECIFIED DATE OR DATES OR OVER ANY
PERIOD OR PERIODS DETERMINED BY THE ADMINISTRATOR.
THE ADMINISTRATOR SHALL
DEFINE IN
11
AN OBJECTIVE FASHION THE MANNER OF CALCULATING THE PERFORMANCE CRITERIA IT
SELECTS TO USE FOR ANY PERFORMANCE CYCLE.
DEPENDING ON THE PERFORMANCE CRITERIA
USED TO ESTABLISH SUCH PERFORMANCE GOALS, THE PERFORMANCE GOALS MAY BE EXPRESSED
IN TERMS OF OVERALL COMPANY PERFORMANCE OR THE PERFORMANCE OF A SUBSIDIARY, A
DIVISION, AN OPERATING UNIT OR A BUSINESS SEGMENT OF THE COMPANY OR ANY
SUBSIDIARY, AN INDIVIDUAL, OR ANY COMBINATION OF THE FOREGOING.
THE
ADMINISTRATOR, IN ITS DISCRETION, MAY ADJUST OR MODIFY THE CALCULATION OF
PERFORMANCE GOALS FOR SUCH PERFORMANCE CYCLE IN ORDER TO PREVENT THE DILUTION OR
ENLARGEMENT OF THE RIGHTS OF AN INDIVIDUAL (I) IN THE EVENT OF, OR IN
ANTICIPATION OF, ANY UNUSUAL OR EXTRAORDINARY CORPORATE ITEM, TRANSACTION, EVENT
OR DEVELOPMENT, (II) IN RECOGNITION OF, OR IN ANTICIPATION OF, ANY OTHER UNUSUAL
OR NONRECURRING EVENTS AFFECTING THE COMPANY, OR THE FINANCIAL STATEMENTS OF THE
COMPANY, OR (III) IN RESPONSE TO, OR IN ANTICIPATION OF, CHANGES IN APPLICABLE
LAWS, REGULATIONS, ACCOUNTING PRINCIPLES, OR BUSINESS CONDITIONS PROVIDED
HOWEVER, THAT THE ADMINISTRATOR MAY NOT EXERCISE SUCH DISCRETION IN A MANNER
THAT WOULD INCREASE THE PERFORMANCE-BASED AWARD GRANTED TO A COVERED EMPLOYEE.
EACH