STOCK THAT ARE POTENTIALLY DELIVERABLE
UNDER AN AWARD THAT EXPIRES OR IS CANCELLED, FORFEITED, SETTLED IN CASH OR
OTHERWISE SETTLED WITHOUT DELIVERY OF SHARES OF STOCK SHALL NOT BE TREATED AS
HAVING BEEN ISSUED UNDER THE PLAN.
SHARES OF STOCK THAT ARE TENDERED OR
WITHHELD TO SATISFY THE OPTION EXERCISE PRICE RELATED TO A STOCK OPTION OR OTHER
AWARD SHALL BE DEEMED TO BE SHARES OF STOCK ISSUED UNDER THE PLAN.
SHARES OF
STOCK ISSUED PURSUANT TO THE PLAN MAY BE (I) AUTHORIZED BUT UNISSUED SHARES OF
STOCK, (II) TREASURY STOCK, OR (III) SHARES PURCHASED ON THE OPEN MARKET.
SECTION 4.2.
ADJUSTMENTS IN AUTHORIZED STOCK AND AWARDS.
IN THE
EVENT OF ANY EQUITY RESTRUCTURING (WITHIN THE MEANING OF FINANCIAL ACCOUNTING
STANDARDS NO. 123 (REVISED 2004)) THAT CAUSES THE PER SHARE VALUE OF SHARES OF
STOCK TO CHANGE, SUCH AS A STOCK DIVIDEND, STOCK SPLIT,
6
SPIN OFF, RIGHTS OFFERING, OR RECAPITALIZATION THROUGH A LARGE, NONRECURRING
CASH DIVIDEND, THE COMMITTEE SHALL CAUSE THERE TO BE MADE AN EQUITABLE
ADJUSTMENT TO THE NUMBER AND KIND OF SHARES THAT MAY BE ISSUED UNDER THE PLAN
AND TO THE NUMBER AND KIND OF SHARES OR UNITS SUBJECT TO AND THE EXERCISE PRICE
(IF APPLICABLE) OF ANY THEN OUTSTANDING AWARDS OF STOCK OPTIONS, RESTRICTED
STOCK, RESTRICTED STOCK UNITS OR ANY OTHER AWARDS RELATED TO SHARES OF STOCK (TO
THE EXTENT SUCH OTHER AWARDS WOULD NOT OTHERWISE AUTOMATICALLY ADJUST IN THE
EQUITY RESTRUCTURING).
IN THE EVENT OF ANY OTHER CHANGE IN CORPORATE
CAPITALIZATION, SUCH AS A MERGER, CONSOLIDATION, ANY REORGANIZATION (WHETHER OR
NOT SUCH REORGANIZATION COMES WITHIN THE DEFINITION OF SUCH TERM IN SECTION 368
OF THE CODE) OR ANY PARTIAL OR COMPLETE LIQUIDATION OF THE COMPANY, SUCH
EQUITABLE ADJUSTMENTS DESCRIBED IN THE FOREGOING SENTENCE SHALL BE MADE AS MAY
BE DETERMINED TO BE APPROPRIATE AND EQUITABLE BY THE BOARD UPON RECOMMENDATION
OF THE COMMITTEE TO PREVENT DILUTION OR ENLARGEMENT OF RIGHTS.
IN EITHER CASE,
ANY SUCH ADJUSTMENT SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES OF THE
PLAN.
UNLESS OTHERWISE DETERMINED BY THE BOARD UPON RECOMMENDATION OF THE
COMMITTEE, THE NUMBER OF SHARES OF STOCK SUBJECT TO AN AWARD SHALL ALWAYS BE A
WHOLE NUMBER.
IN NO EVENT SHALL AN OUTSTANDING STOCK OPTION BE AMENDED FOR THE
SOLE PURPOSE OF REDUCING THE OPTION EXERCISE PRICE THEREOF.
ARTICLE V.
ELIGIBILITY AND PARTICIPATION
SECTION 5.1.
ELIGIBILITY AND PARTICIPATION.
SUBJECT TO THE
PROVISIONS OF THE PLAN, THE COMMITTEE MAY, FROM TIME TO TIME, RECOMMEND TO THE
FULL BOARD THE NON-EMPLOYEE DIRECTORS TO WHOM AWARDS SHALL BE GRANTED AND SHALL
DETERMINE THE NATURE AND AMOUNT OF EACH AWARD.
ARTICLE VI.
STOCK OPTIONS
SECTION 6.1.
GRANT OF STOCK OPTIONS.
SUBJECT TO THE TERMS AND
CONDITIONS OF THE PLAN, STOCK OPTIONS MAY BE GRANTED TO A NON-EMPLOYEE DIRECTOR
AT ANY TIME AND FROM TIME TO TIME, AS SHALL BE DETERMINED BY THE BOARD UPON
RECOMMENDATION OF THE COMMITTEE.
THE COMMITTEE SHALL RECOMMEND TO THE FULL
BOARD THE NUMBER OF SHARES OF STOCK SUBJECT TO STOCK OPTIONS GRANTED TO EACH
PARTICIPANT