TYPES OF AWARDS AND UPON THE GRANTS TO INDIVIDUALS OF CERTAIN
TYPES OF AWARDS, (III) THE NUMBER AND KIND OF SHARES OR OTHER SECURITIES SUBJECT
TO OUTSTANDING AWARDS; AND (IV) THE EXERCISE PRICE OF OUTSTANDING OPTIONS AND
STOCK APPRECIATION RIGHTS. IN THE CASE OF CORPORATE TRANSACTIONS, SUCH
ADJUSTMENTS MAY INCLUDE, WITHOUT LIMITATION, (1) THE CANCELLATION OF OUTSTANDING
AWARDS IN EXCHANGE FOR PAYMENTS OF CASH, PROPERTY OR A COMBINATION THEREOF
HAVING AN AGGREGATE VALUE EQUAL TO THE VALUE OF SUCH AWARDS, AS DETERMINED BY
THE COMMITTEE OR THE BOARD IN ITS SOLE DISCRETION (IT BEING UNDERSTOOD THAT IN
THE CASE OF A CORPORATE TRANSACTION WITH RESPECT TO WHICH STOCKHOLDERS OF COMMON
STOCK RECEIVE CONSIDERATION OTHER THAN PUBLICLY TRADED EQUITY SECURITIES OF THE
ULTIMATE SURVIVING ENTITY, ANY SUCH DETERMINATION BY THE COMMITTEE THAT THE
VALUE OF AN OPTION OR STOCK APPRECIATION RIGHT SHALL FOR THIS PURPOSE BE DEEMED
TO EQUAL THE EXCESS, IF ANY, OF THE VALUE OF THE CONSIDERATION BEING PAID FOR
EACH SHARE PURSUANT TO SUCH CORPORATE TRANSACTION OVER THE EXERCISE PRICE OF
SUCH OPTION OR STOCK APPRECIATION RIGHT SHALL CONCLUSIVELY BE DEEMED VALID);
(2) THE SUBSTITUTION OF OTHER PROPERTY (INCLUDING, WITHOUT LIMITATION, CASH OR
OTHER SECURITIES OF THE COMPANY AND SECURITIES OF ENTITIES OTHER THAN THE
COMPANY) FOR THE SHARES SUBJECT TO OUTSTANDING AWARDS; AND (3) IN CONNECTION
WITH ANY DISAFFILIATION, ARRANGING FOR THE ASSUMPTION OF AWARDS, OR REPLACEMENT
OF AWARDS WITH NEW AWARDS BASED ON OTHER PROPERTY OR OTHER SECURITIES
(INCLUDING, WITHOUT LIMITATION, OTHER SECURITIES OF THE COMPANY AND SECURITIES
OF ENTITIES OTHER THAN THE COMPANY), BY THE AFFECTED SUBSIDIARY, AFFILIATE, OR
DIVISION OR BY THE ENTITY THAT CONTROLS SUCH SUBSIDIARY, AFFILIATE, OR DIVISION
FOLLOWING SUCH DISAFFILIATION (AS WELL AS ANY CORRESPONDING ADJUSTMENTS TO
AWARDS THAT REMAIN BASED UPON COMPANY SECURITIES). THE COMMITTEE MAY ADJUST IN
ITS SOLE DISCRETION THE PERFORMANCE GOALS APPLICABLE TO ANY AWARDS TO REFLECT
ANY SHARE CHANGE AND ANY CORPORATE TRANSACTION AND ANY UNUSUAL OR NON-RECURRING
EVENTS AND OTHER EXTRAORDINARY ITEMS, IMPACT OF CHARGES FOR RESTRUCTURINGS,
DISCONTINUED OPERATIONS, AND THE CUMULATIVE EFFECTS OF ACCOUNTING OR TAX
CHANGES, EACH AS DEFINED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR AS
IDENTIFIED IN THE COMPANY'S FINANCIAL STATEMENTS, NOTES TO THE FINANCIAL
STATEMENTS, MANAGEMENT'S DISCUSSION AND ANALYSIS OR THE COMPANY'S OTHER SEC
FILINGS,
PROVIDED THAT IN THE CASE OF PERFORMANCE GOALS APPLICABLE TO ANY
QUALIFIED PERFORMANCE-BASED AWARDS, SUCH ADJUSTMENT DOES NOT VIOLATE
SECTION 162(M) OF THE CODE.
ANY ADJUSTMENT UNDER THIS SECTION 3(D) NEED NOT BE
THE SAME FOR ALL PARTICIPANTS.
(D)
NOTWITHSTANDING THE FOREGOING: (I) ANY ADJUSTMENTS MADE PURSUANT
TO SECTION 3(C) TO AWARDS THAT ARE CONSIDERED "DEFERRED COMPENSATION" WITHIN THE
MEANING OF SECTION 409A OF THE CODE SHALL BE MADE IN COMPLIANCE WITH THE
REQUIREMENTS OF SECTION 409A OF THE CODE; (II) ANY ADJUSTMENTS MADE PURSUANT TO
SECTION 3(C) TO AWARDS THAT ARE NOT CONSIDERED "DEFERRED COMPENSATION" SUBJECT
TO SECTION 409A OF THE CODE SHALL BE MADE IN SUCH A MANNER AS TO ENSURE THAT
AFTER SUCH ADJUSTMENT, THE AWARDS EITHER (A) CONTINUE NOT TO BE SUBJECT