BY THE
ADMINISTRATOR, IN ITS SOLE DISCRETION, AND SET FORTH IN THE AWARD AGREEMENT;
PROVIDED, HOWEVER, THAT THE TERM WILL BE NO MORE THAN TEN (10) YEARS FROM THE
DATE OF GRANT THEREOF. NOTWITHSTANDING THE FOREGOING, THE RULES OF SECTION 6(D)
ALSO WILL APPLY TO STOCK APPRECIATION RIGHTS.
(F)
PAYMENT OF STOCK APPRECIATION RIGHT AMOUNT. UPON EXERCISE OF A
STOCK APPRECIATION RIGHT, A PARTICIPANT WILL BE ENTITLED TO RECEIVE PAYMENT FROM
THE COMPANY IN AN AMOUNT DETERMINED BY MULTIPLYING:
(I)
THE DIFFERENCE BETWEEN THE FAIR MARKET VALUE OF A SHARE ON THE DATE OF
EXERCISE OVER THE EXERCISE PRICE; TIMES
(II)
THE NUMBER OF SHARES WITH RESPECT TO WHICH THE STOCK APPRECIATION RIGHT
IS EXERCISED.
At the discretion of the Administrator, the payment upon Stock Appreciation
Right exercise may be in cash, in Shares of equivalent value, or in some
combination thereof.
10.
PERFORMANCE UNITS AND PERFORMANCE SHARES.
(A)
GRANT OF PERFORMANCE UNITS/SHARES. PERFORMANCE UNITS AND
PERFORMANCE SHARES MAY BE GRANTED TO SERVICE PROVIDERS AT ANY TIME AND FROM TIME
TO TIME, AS WILL BE DETERMINED BY THE ADMINISTRATOR, IN ITS SOLE DISCRETION. THE
ADMINISTRATOR WILL HAVE COMPLETE DISCRETION IN DETERMINING THE NUMBER OF
PERFORMANCE UNITS/SHARES GRANTED TO EACH PARTICIPANT PROVIDED THAT DURING ANY
FISCAL YEAR, NO PARTICIPANT WILL RECEIVE MORE THAN 200,000 PERFORMANCE UNITS OR
PERFORMANCE SHARES. NOTWITHSTANDING THE FOREGOING LIMITATION, IN CONNECTION WITH
A PARTICIPANT'S INITIAL SERVICE AS AN EMPLOYEE, AN EMPLOYEE MAY BE GRANTED UP
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TO AN ADDITIONAL 300,000 PERFORMANCE UNITS OR PERFORMANCE SHARES.
(B)
VALUE OF PERFORMANCE UNITS/SHARES. EACH PERFORMANCE UNIT AND EACH
PERFORMANCE SHARE WILL HAVE AN INITIAL VALUE EQUAL TO THE FAIR MARKET VALUE OF A
SHARE ON THE DATE OF GRANT.
(C)
PERFORMANCE OBJECTIVES AND OTHER TERMS. THE ADMINISTRATOR WILL SET
PERFORMANCE OBJECTIVES OR OTHER VESTING PROVISIONS; PROVIDED, HOWEVER, THAT,
EXCEPT WITH RESPECT TO AWARDS GRANTED PURSUANT TO SECTION 14 OR AS OTHERWISE
PROVIDED IN SECTION 15(C), PERFORMANCE SHARES/UNITS WILL NOT VEST MORE RAPIDLY
THAN ONE-THIRD (1/3RD) OF THE TOTAL NUMBER OF PERFORMANCE SHARES/UNITS SUBJECT
TO AN AWARD EACH YEAR FROM THE DATE OF GRANT (OR, IF APPLICABLE, THE DATE A
PARTICIPANT BEGINS PROVIDING SERVICES TO THE COMPANY OR ANY PARENT OR SUBSIDIARY
OF THE COMPANY), UNLESS THE ADMINISTRATOR DETERMINES THAT THE AWARD IS TO VEST
UPON THE ACHIEVEMENT OF PERFORMANCE CRITERIA AND THE PERIOD FOR MEASURING SUCH
PERFORMANCE WILL COVER AT LEAST TWELVE (12) MONTHS. NOTWITHSTANDING THE
FOREGOING SENTENCE, THE ADMINISTRATOR, IN ITS SOLE DISCRETION, MAY PROVIDE AT
THE TIME OF OR FOLLOWING THE DATE OF GRANT FOR ACCELERATED VESTING FOR AN AWARD
OF PERFORMANCE SHARES/UNITS UPON OR IN CONNECTION WITH A CHANGE IN CONTROL OR
UPON OR IN CONNECTION WITH A PARTICIPANT'S TERMINATION OF SERVICE, INCLUDING,
WITHOUT LIMITATION, DUE TO DEATH, DISABILITY OR RETIREMENT. THE ADMINISTRATOR
MAY SET VESTING CRITERIA BASED UPON THE ACHIEVEMENT OF COMPANY-WIDE, BUSINESS
UNIT, OR INDIVIDUAL GOALS (INCLUDING, BUT NOT LIMITED TO, CONTINUED EMPLOYMENT),
OR ANY OTHER BASIS DETERMINED BY THE ADMINISTRATOR IN ITS DISCRETION.
(D)
EARNING OF PERFORMANCE UNITS/SHARES. AFTER THE APPLICABLE
PERFORMANCE PERIOD