PERIOD.
IN DETERMINING THE AMOUNT
EARNED BY A COVERED EMPLOYEE, THE COMMITTEE SHALL HAVE THE RIGHT TO REDUCE OR
ELIMINATE (BUT NOT TO INCREASE) THE AMOUNT PAYABLE AT A GIVEN LEVEL OF
PERFORMANCE TO TAKE INTO ACCOUNT ADDITIONAL FACTORS THAT THE COMMITTEE MAY DEEM
RELEVANT TO THE ASSESSMENT OF INDIVIDUAL OR CORPORATE PERFORMANCE FOR THE
PERFORMANCE PERIOD.
9.4
PAYMENT OF PERFORMANCE-BASED AWARDS.
UNLESS
OTHERWISE PROVIDED IN THE APPLICABLE AWARD AGREEMENT, A PARTICIPANT MUST BE
EMPLOYED BY THE COMPANY OR A SUBSIDIARY OR AFFILIATE ON THE DAY A
PERFORMANCE-BASED AWARD FOR THE APPROPRIATE PERFORMANCE PERIOD IS PAID TO THE
PARTICIPANT.
FURTHERMORE, A PARTICIPANT SHALL BE ELIGIBLE TO RECEIVE PAYMENT
PURSUANT TO A PERFORMANCE-BASED AWARD FOR A PERFORMANCE PERIOD ONLY IF THE
PERFORMANCE GOALS FOR SUCH PERIOD ARE ACHIEVED.
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9.5
ADDITIONAL LIMITATIONS.
NOTWITHSTANDING ANY
OTHER PROVISION OF THE PLAN, ANY AWARD WHICH IS GRANTED TO A COVERED EMPLOYEE
SHALL BE SUBJECT TO ANY ADDITIONAL LIMITATIONS SET FORTH IN SECTION 162(M) OF
THE CODE (INCLUDING ANY AMENDMENT TO SECTION 162(M) OF THE CODE) OR ANY
REGULATIONS OR RULINGS ISSUED THEREUNDER THAT ARE REQUIREMENTS FOR QUALIFICATION
AS QUALIFIED PERFORMANCE-BASED COMPENSATION AS DESCRIBED IN
SECTION 162(M)(4)(C) OF THE CODE, AND THE PLAN SHALL BE DEEMED AMENDED TO THE
EXTENT NECESSARY TO CONFORM TO SUCH REQUIREMENTS.
ARTICLE 10.
PROVISIONS APPLICABLE TO AWARDS
10.1
STAND-ALONE AND TANDEM AWARDS.
AWARDS GRANTED
PURSUANT TO THE PLAN MAY, IN THE DISCRETION OF THE COMMITTEE, BE GRANTED EITHER
ALONE, IN ADDITION TO, OR IN TANDEM WITH, ANY OTHER AWARD GRANTED PURSUANT TO
THE PLAN. AWARDS GRANTED IN ADDITION TO OR IN TANDEM WITH OTHER AWARDS MAY BE
GRANTED EITHER AT THE SAME TIME AS OR AT A DIFFERENT TIME FROM THE GRANT OF SUCH
OTHER AWARDS.
10.2
AWARD AGREEMENT.
AWARDS UNDER THE PLAN SHALL BE
EVIDENCED BY AWARD AGREEMENTS THAT SET FORTH THE TERMS, CONDITIONS AND
LIMITATIONS FOR EACH AWARD WHICH MAY INCLUDE THE TERM OF AN AWARD, THE
PROVISIONS APPLICABLE IN THE EVENT THE PARTICIPANT'S EMPLOYMENT OR SERVICE
TERMINATES, AND THE COMPANY'S AUTHORITY TO UNILATERALLY OR BILATERALLY AMEND,
MODIFY, SUSPEND, CANCEL OR RESCIND AN AWARD.
10.3
LIMITS ON TRANSFER.
NO RIGHT OR INTEREST OF A
PARTICIPANT IN ANY AWARD MAY BE PLEDGED, ENCUMBERED, OR HYPOTHECATED TO OR IN
FAVOR OF ANY PARTY OTHER THAN THE COMPANY OR A SUBSIDIARY OR AFFILIATE, OR SHALL
BE SUBJECT TO ANY LIEN, OBLIGATION, OR LIABILITY OF SUCH PARTICIPANT TO ANY
OTHER PARTY OTHER THAN THE COMPANY OR A SUBSIDIARY OR AFFILIATE.
EXCEPT AS
OTHERWISE PROVIDED BY THE COMMITTEE, NO AWARD SHALL BE ASSIGNED, TRANSFERRED, OR
OTHERWISE DISPOSED OF BY A PARTICIPANT OTHER THAN BY WILL OR THE LAWS OF DESCENT
AND DISTRIBUTION OR PURSUANT TO BENEFICIARY DESIGNATION PROCEDURES APPROVED FROM
TIME TO TIME BY THE COMMITTEE (OR THE BOARD IN THE CASE OF AWARDS GRANTED TO
INDEPENDENT DIRECTORS).
THE COMMITTEE BY EXPRESS PROVISION IN THE AWARD OR AN
AMENDMENT THERETO MAY PERMIT AN AWARD (OTHER THAN AN INCENTIVE STOCK OPTION) TO
BE TRANSFERRED TO, EXERCISED BY AND PAID TO CERTAIN PERSONS OR