INFREQUENTLY
OCCURRING EVENTS REPORTED IN THE COMPANY'S PUBLIC FILINGS, (E) RESTRUCTURING
ACTIVITIES REPORTED IN THE COMPANY'S PUBLIC FILINGS, (F) INVESTMENTS,
DISPOSITIONS OR ACQUISITIONS, (G) LOSS FROM THE DISPOSAL OF CERTAIN ASSETS,
(H) GAIN OR LOSS FROM THE EARLY EXTINGUISHMENT, REDEMPTION, OR REPURCHASE OF
DEBT, (I) CASH OR NON-CASH CHARGES RELATED TO STORE CLOSING EXPENSES,
(J) CHANGES IN ACCOUNTING PRINCIPLES, OR (K) ANY OTHER ITEM, EVENT OR
CIRCUMSTANCE THAT WOULD NOT CAUSE AN AWARD TO FAIL TO CONSTITUTE "QUALIFIED
PERFORMANCE-BASED COMPENSATION" UNDER SECTION 162(M) OF THE CODE.
AN ADJUSTMENT
DESCRIBED IN THIS SECTION 10(B)(II) MAY RELATE TO THE COMPANY OR TO ANY
SUBSIDIARY, DIVISION OR OTHER OPERATIONAL UNIT OF THE COMPANY OR ITS AFFILIATES,
AS DETERMINED BY THE COMMITTEE AT THE TIME THE PERFORMANCE GOALS ARE
ESTABLISHED.
ANY ADJUSTMENT SHALL BE DETERMINED IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES AND STANDARDS, UNLESS SUCH OTHER OBJECTIVE METHOD
OF MEASUREMENT IS DESIGNATED BY THE COMMITTEE AT THE TIME PERFORMANCE OBJECTIVES
ARE ESTABLISHED.
IN ADDITION, ADJUSTMENTS WILL BE MADE AS NECESSARY TO ANY
PERFORMANCE CRITERIA RELATED TO THE COMPANY'S STOCK TO REFLECT CHANGES IN
CORPORATE CAPITALIZATION, INCLUDING A RECAPITALIZATION, STOCK SPLIT OR
COMBINATION, STOCK DIVIDEND, SPIN-OFF, MERGER, REORGANIZATION OR OTHER SIMILAR
EVENT OR TRANSACTION AFFECTING THE COMPANY'S STOCK.
(C) OTHER TERMS OF PERFORMANCE AWARDS.
THE BOARD MAY SPECIFY OTHER TERMS
PERTINENT TO A PERFORMANCE AWARD IN THE APPLICABLE AWARD AGREEMENT, INCLUDING
TERMS RELATING TO THE TREATMENT OF THAT AWARD IN THE EVENT OF A CHANGE IN
CONTROL PRIOR TO THE END OF THE APPLICABLE PERFORMANCE PERIOD.
SECTION 11.
AMENDMENTS AND TERMINATION.
THE BOARD MAY AMEND, ALTER OR
DISCONTINUE THE PLAN AT ANY TIME.
HOWEVER, EXCEPT AS OTHERWISE PROVIDED IN
SECTION 3, NO AMENDMENT, ALTERATION OR DISCONTINUATION WILL BE MADE WHICH WOULD
IMPAIR THE RIGHTS OF A PARTICIPANT WITH RESPECT TO AN AWARD WITHOUT THAT
PARTICIPANT'S CONSENT OR WHICH, WITHOUT THE APPROVAL OF SUCH AMENDMENT WITHIN
365 DAYS OF ITS ADOPTION BY THE BOARD BY THE COMPANY'S STOCKHOLDERS IN A MANNER
CONSISTENT WITH TREAS. REG. § 1.422-3, WOULD: (I) INCREASE THE TOTAL NUMBER OF
SHARES RESERVED FOR ISSUANCE HEREUNDER, OR (II) CHANGE THE PERSONS OR CLASS OF
PERSONS ELIGIBLE TO RECEIVE AWARDS.
SECTION 12.
GENERAL PROVISIONS.
(A) THE BOARD MAY REQUIRE EACH PARTICIPANT TO REPRESENT TO AND AGREE WITH THE
COMPANY IN WRITING THAT THE PARTICIPANT IS ACQUIRING SECURITIES OF THE COMPANY
FOR INVESTMENT PURPOSES AND WITHOUT A VIEW TO DISTRIBUTION THEREOF AND AS TO
SUCH OTHER MATTERS AS THE BOARD BELIEVES ARE APPROPRIATE.
(B) ALL CERTIFICATES FOR SHARES OR OTHER SECURITIES DELIVERED UNDER THE PLAN
WILL BE SUBJECT TO SUCH SHARE-TRANSFER ORDERS AND OTHER RESTRICTIONS AS THE
BOARD MAY DEEM ADVISABLE UNDER THE RULES, REGULATIONS AND OTHER REQUIREMENTS OF
THE SECURITIES ACT OF 1933, AS AMENDED, THE EXCHANGE ACT, ANY STOCK EXCHANGE
UPON WHICH THE SHARES ARE THEN LISTED, AND ANY OTHER APPLICABLE FEDERAL OR STATE
SECURITIES LAW,
12
AND THE BOARD MAY CAUSE A LEGEND OR LEGENDS TO BE PUT ON ANY SUCH CERTIFICATES
TO MAKE APPROPRIATE REFERENCE TO SUCH RESTRICTIONS.
(C)