THE COMMITTEE, AN AMOUNT EQUAL TO THE AMOUNT:
(I) SET FORTH IN
SECTION 7.2(D) WITH RESPECT TO TANDEM STOCK APPRECIATION RIGHTS, OR (II) SET
FORTH IN SECTION 7.4(D) WITH RESPECT TO NON-TANDEM STOCK APPRECIATION RIGHTS.
ARTICLE VIII
RESTRICTED STOCK
8.1
AWARDS OF RESTRICTED STOCK.
RESTRICTED
STOCK MAY BE ISSUED TO ALL ELIGIBLE PARTICIPANTS PURSUANT TO SECTION 5.1 OF THE
PLAN EITHER ALONE OR IN ADDITION TO OTHER AWARDS GRANTED UNDER THE PLAN.
THE
COMMITTEE SHALL DETERMINE THE ELIGIBLE PARTICIPANTS TO WHOM, AND THE TIME OR
TIMES AT WHICH, GRANTS OF RESTRICTED STOCK WILL BE MADE, THE NUMBER OF SHARES TO
BE AWARDED, THE PURCHASE PRICE (IF ANY) TO BE PAID BY THE PARTICIPANT (SUBJECT
TO SECTION 8.3), THE TIME OR TIMES AT WHICH SUCH AWARDS MAY BE SUBJECT TO
FORFEITURE (IF ANY), THE VESTING SCHEDULE (IF ANY) AND RIGHTS TO ACCELERATION
THEREOF, AND ALL OTHER TERMS AND CONDITIONS OF THE AWARDS.
THE COMMITTEE MAY
CONDITION THE GRANT OR VESTING OF RESTRICTED STOCK UPON THE ATTAINMENT OF
SPECIFIED PERFORMANCE TARGETS (INCLUDING, THE PERFORMANCE GOALS SPECIFIED IN
EXHIBIT A HERETO) OR SUCH OTHER FACTORS AS THE COMMITTEE MAY DETERMINE, IN ITS
SOLE DISCRETION, INCLUDING TO COMPLY WITH THE REQUIREMENTS OF SECTION 162(M) OF
THE CODE.
UNLESS OTHERWISE DETERMINED BY THE
15
COMMITTEE, THE PARTICIPANT SHALL NOT BE PERMITTED TO TRANSFER SHARES OF
RESTRICTED STOCK AWARDED UNDER THIS PLAN DURING A PERIOD SET BY THE COMMITTEE
(IF ANY) (THE "RESTRICTION PERIOD") COMMENCING WITH THE DATE OF SUCH AWARD, AS
SET FORTH IN THE APPLICABLE AWARD AGREEMENT.
8.2
OBJECTIVE PERFORMANCE GOALS, FORMULAE OR
STANDARDS.
NOTWITHSTANDING THE FOREGOING, IF THE AWARD OF RESTRICTED STOCK IS
INTENDED TO COMPLY WITH THE "PERFORMANCE BASED" COMPENSATION EXCEPTION UNDER
SECTION 162(M) OF THE CODE AND IF THE GRANT OF SUCH AWARD OR THE LAPSE OF
RESTRICTIONS IS BASED ON THE ATTAINMENT OF PERFORMANCE GOALS, THE COMMITTEE
SHALL ESTABLISH THE OBJECTIVE PERFORMANCE GOALS AND THE APPLICABLE NUMBER OF
SHARES OF RESTRICTED STOCK TO BE GRANTED OR THE APPLICABLE VESTING PERCENTAGE OF
THE RESTRICTED STOCK APPLICABLE TO EACH PARTICIPANT OR CLASS OF PARTICIPANTS IN
WRITING PRIOR TO THE BEGINNING OF THE APPLICABLE FISCAL YEAR OR AT SUCH LATER
DATE AS OTHERWISE DETERMINED BY THE COMMITTEE AND WHILE THE OUTCOME OF THE
PERFORMANCE GOALS ARE SUBSTANTIALLY UNCERTAIN IN ACCORDANCE WITH SECTION 162(M)
OF THE CODE.
SUCH PERFORMANCE GOALS MAY INCORPORATE PROVISIONS FOR DISREGARDING
(OR ADJUSTING FOR) CHANGES IN ACCOUNTING METHODS, CORPORATE TRANSACTIONS
(INCLUDING, WITHOUT LIMITATION, DISPOSITIONS AND ACQUISITIONS) AND OTHER SIMILAR
TYPE EVENTS OR CIRCUMSTANCES.
THE PERFORMANCE GOALS ARE SET FORTH IN EXHIBIT A
HERETO.
8.3
AWARDS AND CERTIFICATES.
A PARTICIPANT
SELECTED TO RECEIVE RESTRICTED STOCK SHALL NOT HAVE ANY RIGHTS WITH RESPECT TO
SUCH AWARD, UNLESS AND UNTIL SUCH PARTICIPANT HAS DELIVERED A FULLY EXECUTED
COPY OF THE AWARD AGREEMENT EVIDENCING THE AWARD TO THE COMPANY AND HAS
OTHERWISE COMPLIED WITH THE APPLICABLE TERMS AND CONDITIONS OF SUCH AWARD.
FURTHER, SUCH AWARD SHALL BE SUBJECT TO THE FOLLOWING CONDITIONS:
(A)
PURCHASE PRICE.
THE PURCHASE PRICE OF
RESTRICTED STOCK SHALL BE