THE COMMITTEE MAY, IN ITS DISCRETION AND AS OF A DATE DETERMINED BY THE
COMMITTEE, FULLY VEST ANY OR ALL COMMON STOCK AWARDED TO A PARTICIPANT PURSUANT
TO A RESTRICTED STOCK AWARD AND, UPON SUCH VESTING, ALL FORFEITURE RESTRICTIONS
APPLICABLE TO SUCH RESTRICTED STOCK AWARD SHALL TERMINATE AS OF SUCH DATE.
ANY
ACTION BY THE COMMITTEE PURSUANT TO THIS SUBPARAGRAPH MAY VARY AMONG INDIVIDUAL
PARTICIPANTS AND MAY VARY AMONG THE RESTRICTED STOCK AWARDS HELD BY ANY
INDIVIDUAL PARTICIPANT.
(E)
RESTRICTED STOCK AGREEMENTS.
AT THE TIME ANY AWARD IS MADE
UNDER THIS PARAGRAPH VIII, THE COMPANY AND THE PARTICIPANT SHALL ENTER INTO A
RESTRICTED STOCK AGREEMENT SETTING FORTH EACH OF THE MATTERS CONTEMPLATED HEREBY
AND SUCH OTHER MATTERS AS THE COMMITTEE MAY DETERMINE TO BE APPROPRIATE.
THE
TERMS AND PROVISIONS OF THE RESPECTIVE RESTRICTED STOCK AGREEMENTS NEED NOT BE
IDENTICAL.
SUBJECT TO THE RESTRICTION SET FORTH IN THE FIRST SENTENCE OF
SUBPARAGRAPH (D) ABOVE, THE COMMITTEE MAY, IN ITS SOLE DISCRETION, AMEND AN
OUTSTANDING RESTRICTED STOCK AGREEMENT FROM TIME TO TIME IN ANY MANNER THAT IS
NOT INCONSISTENT WITH THE PROVISIONS OF THE STOCK INCENTIVE PLAN, PROVIDED THAT,
EXCEPT AS OTHERWISE PROVIDED IN THE STOCK INCENTIVE PLAN OR THE APPLICABLE
RESTRICTED STOCK AGREEMENT, ANY SUCH AMENDMENT SHALL NOT MATERIALLY REDUCE THE
RIGHTS OF A PARTICIPANT WITHOUT THE CONSENT OF SUCH PARTICIPANT.
IX.
PERFORMANCE AWARDS
(A)
PERFORMANCE PERIOD.
THE COMMITTEE SHALL ESTABLISH, WITH
RESPECT TO AND AT THE TIME OF EACH PERFORMANCE AWARD, THE NUMBER OF SHARES OF
COMMON STOCK SUBJECT TO, OR THE MAXIMUM VALUE OF, THE PERFORMANCE AWARD AND THE
PERFORMANCE PERIOD OVER WHICH THE PERFORMANCE APPLICABLE TO THE PERFORMANCE
AWARD SHALL BE MEASURED.
(B)
PERFORMANCE MEASURES.
A PERFORMANCE AWARD SHALL BE AWARDED TO
A PARTICIPANT CONTINGENT UPON FUTURE PERFORMANCE OF THE COMPANY OR ANY
AFFILIATE, DIVISION, OR DEPARTMENT THEREOF UNDER A PERFORMANCE MEASURE DURING
THE PERFORMANCE PERIOD.
WITH RESPECT TO PERFORMANCE AWARDS THAT ARE INTENDED TO
CONSTITUTE "PERFORMANCE-BASED" COMPENSATION UNDER SECTION 162(M) OF THE CODE,
THE COMMITTEE SHALL ESTABLISH THE INITIAL PERFORMANCE MEASURES APPLICABLE TO
SUCH PERFORMANCE WITHIN ANY TIME PERIOD REQUIRED UNDER SECTION 162(M) OF THE
CODE AND APPLICABLE AUTHORITY THEREUNDER.
THE COMMITTEE, IN ITS SOLE
DISCRETION, MAY PROVIDE FOR AN ADJUSTABLE PERFORMANCE AWARD VALUE BASED UPON THE
LEVEL OF ACHIEVEMENT OF PERFORMANCE MEASURES.
(C)
AWARDS CRITERIA.
IN DETERMINING THE VALUE OF PERFORMANCE
AWARDS, THE COMMITTEE SHALL TAKE INTO ACCOUNT A PARTICIPANT'S RESPONSIBILITY
LEVEL, PERFORMANCE, POTENTIAL, OTHER AWARDS, AND SUCH OTHER CONSIDERATIONS AS IT
DEEMS APPROPRIATE.
THE COMMITTEE, IN ITS SOLE DISCRETION, MAY PROVIDE FOR A
REDUCTION IN THE VALUE OF A PARTICIPANT'S PERFORMANCE AWARD DURING THE
PERFORMANCE PERIOD.
(D)
PAYMENT.
FOLLOWING THE END OF THE PERFORMANCE PERIOD, THE
HOLDER OF A PERFORMANCE AWARD SHALL BE ENTITLED TO RECEIVE PAYMENT OF AN AMOUNT
NOT EXCEEDING THE NUMBER OF SHARES OF COMMON STOCK SUBJECT TO, OR THE MAXIMUM
VALUE OF, THE PERFORMANCE AWARD, BASED ON THE ACHIEVEMENT OF THE PERFORMANCE
MEASURES FOR SUCH PERFORMANCE PERIOD, AS DETERMINED AND CERTIFIED IN WRITING BY
THE COMMITTEE.
PAYMENT OF A PERFORMANCE