TO A DIFFERENT BUSINESS UNIT OF THE COMPANY DURING A
PERFORMANCE PERIOD, THEN, TO THE EXTENT THE COMMITTEE DETERMINES THAT THE AWARD,
THE PERFORMANCE GOALS, OR THE PERFORMANCE
21
PERIOD ARE NO LONGER APPROPRIATE, (TAKING INTO ACCOUNT THE DESIRABILITY OF
SATISFYING THE PERFORMANCE-BASED EXCEPTION), THE COMMITTEE MAY ADJUST, CHANGE,
ELIMINATE OR CANCEL THE AWARD, THE PERFORMANCE GOALS, OR THE APPLICABLE
PERFORMANCE PERIOD, AS IT DEEMS APPROPRIATE IN ORDER TO MAKE THEM APPROPRIATE
AND COMPARABLE TO THE INITIAL AWARD, THE PERFORMANCE GOALS, OR THE PERFORMANCE
PERIOD.
8.5
CREDITING OF DIVIDEND EQUIVALENTS.
AT THE
DISCRETION OF THE COMMITTEE, A GRANTEE MAY BE ENTITLED TO RECEIVE DIVIDEND
EQUIVALENTS DECLARED WITH RESPECT TO ANY SHARES UNDERLYING ANY PERFORMANCE
UNITS.
TO THE EXTENT SUCH DIVIDEND EQUIVALENTS ARE ELIGIBLE TO BE RECEIVED, AT
THE DISCRETION OF THE COMMITTEE AND AS SET FORTH IN THE AWARD AGREEMENT, SUCH
ACCRUED DIVIDEND EQUIVALENTS MAY BE CREDITED IN THE FORM OF ADDITIONAL PROPERTY
(INCLUDING ADDITIONAL PERFORMANCE UNITS), HAVING A VALUE NOT TO EXCEED THE
AGGREGATE VALUE OF SUCH DIVIDEND EQUIVALENTS ON THE PAYMENT DATE OF THE RELATED
DIVIDENDS, OR CREDITED INTO A NOTIONAL DEFERRED CASH ACCOUNT, WHICH MAY OR MAY
NOT ACCRUE INTEREST.
ANY ADDITIONAL AMOUNTS OR PROPERTY ATTRIBUTABLE TO THE
PAYMENT OF DIVIDEND EQUIVALENTS AS PROVIDED HEREIN SHALL BE SUBJECT TO THE SAME
RESTRICTIONS AND OTHER TERMS AS APPLY TO THE PERFORMANCE UNITS WITH RESPECT TO
WHICH SUCH DIVIDEND EQUIVALENTS ARE CREDITED AND IN NO EVENT WILL THE PAYMENT OF
SUCH PROPERTY OR DEFERRED CASH BE MADE BEFORE THE UNDERLYING PERFORMANCE UNITS
ARE PAYABLE.
SECTION 9.
RESTRICTED STOCK
9.1
GRANT OF RESTRICTED STOCK.
SUBJECT TO AND
CONSISTENT WITH THE PROVISIONS OF THE PLAN, THE COMMITTEE, AT ANY TIME AND FROM
TIME TO TIME, MAY GRANT RESTRICTED STOCK TO ANY ELIGIBLE PERSON IN SUCH AMOUNTS
AS THE COMMITTEE SHALL DETERMINE.
9.2
AWARD AGREEMENT.
EACH GRANT OF RESTRICTED
STOCK SHALL BE EVIDENCED BY AN AWARD AGREEMENT THAT SHALL SPECIFY THE
RESTRICTIONS, THE NUMBER OF SHARES SUBJECT TO THE RESTRICTED STOCK AWARD, AND
SUCH OTHER PROVISIONS AS THE COMMITTEE SHALL DETERMINE.
THE COMMITTEE MAY
IMPOSE SUCH RESTRICTIONS ON ANY RESTRICTED STOCK, INCLUDING TIME-BASED
RESTRICTIONS, RESTRICTIONS BASED UPON THE ACHIEVEMENT OF SPECIFIC PERFORMANCE
GOALS, TIME-BASED RESTRICTIONS FOLLOWING THE ACHIEVEMENT OF SPECIFIC PERFORMANCE
GOALS, AND/OR RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS; PROVIDED THAT ANY
TIME-BASED RESTRICTIONS (OTHER THAN TIME-BASED RESTRICTIONS FOLLOWING THE
ACHIEVEMENT OF SPECIFIC PERFORMANCE GOALS) SHALL REMAIN IN EFFECT (IN WHOLE OR
IN PART) AT LEAST UNTIL THE THIRD ANNIVERSARY OF THE GRANT DATE, EXCEPT AS MAY
OTHERWISE BE PROVIDED IN AN AWARD AGREEMENT FOR ACCELERATED VESTING IN THE EVENT
OF DEATH, DISABILITY, RETIREMENT, CHANGE IN CONTROL OR A TERMINATION OF
AFFILIATION FOLLOWING A CHANGE IN CONTROL.
IN THE CASE OF RESTRICTED STOCK
AWARDED BASED ON PERFORMANCE IN A PERFORMANCE PERIOD, THE PERFORMANCE PERIOD
WILL BE NO LESS THAN ONE YEAR.
9.3
CONSIDERATION FOR RESTRICTED STOCK.
THE
COMMITTEE SHALL DETERMINE THE AMOUNT, IF ANY, THAT A GRANTEE SHALL PAY FOR
RESTRICTED STOCK.
9.4
EFFECT OF FORFEITURE.
IF RESTRICTED STOCK
IS FORFEITED, AND