BE
FORFEITED; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY (A) PROVIDE IN ANY
RESTRICTED STOCK AWARD AGREEMENT THAT RESTRICTIONS OR FORFEITURE CONDITIONS
RELATING TO RESTRICTED STOCK WILL BE WAIVED IN WHOLE OR IN PART IN THE EVENT OF
TERMINATIONS RESULTING FROM SPECIFIED CAUSES, AND (B) IN OTHER CASES WAIVE IN
WHOLE OR IN PART RESTRICTIONS OR FORFEITURE CONDITIONS RELATING TO RESTRICTED
STOCK.
6.4
CERTIFICATES FOR RESTRICTED STOCK.
RESTRICTED
STOCK GRANTED PURSUANT TO THE PLAN MAY BE EVIDENCED IN SUCH MANNER AS THE
COMMITTEE SHALL DETERMINE.
IF CERTIFICATES REPRESENTING SHARES OF RESTRICTED
STOCK ARE REGISTERED IN THE NAME OF THE PARTICIPANT, CERTIFICATES MUST BEAR AN
APPROPRIATE LEGEND REFERRING TO THE TERMS, CONDITIONS, AND RESTRICTIONS
APPLICABLE TO SUCH RESTRICTED STOCK, AND THE COMPANY MAY, AT ITS DISCRETION,
RETAIN PHYSICAL POSSESSION OF THE CERTIFICATE UNTIL SUCH TIME AS ALL APPLICABLE
RESTRICTIONS LAPSE.
ARTICLE 7
STOCK APPRECIATION RIGHTS
7.1
GRANT OF STOCK APPRECIATION RIGHTS.
(A)
A STOCK APPRECIATION RIGHT MAY BE GRANTED
TO ANY PARTICIPANT SELECTED BY THE COMMITTEE.
A STOCK APPRECIATION RIGHT SHALL
BE SUBJECT TO SUCH TERMS AND CONDITIONS NOT INCONSISTENT WITH THE PLAN AS THE
COMMITTEE SHALL IMPOSE AND SHALL BE EVIDENCED BY AN AWARD AGREEMENT.
7
(B)
A STOCK APPRECIATION RIGHT SHALL ENTITLE THE
PARTICIPANT (OR OTHER PERSON ENTITLED TO EXERCISE THE STOCK APPRECIATION RIGHT
PURSUANT TO THE PLAN) TO EXERCISE ALL OR A SPECIFIED PORTION OF THE STOCK
APPRECIATION RIGHT (TO THE EXTENT THEN EXERCISABLE PURSUANT TO ITS TERMS) AND TO
RECEIVE FROM THE COMPANY AN AMOUNT EQUAL TO THE PRODUCT OF (I) THE EXCESS OF
(A) THE FAIR MARKET VALUE OF THE STOCK ON THE DATE THE STOCK APPRECIATION RIGHT
IS EXERCISED OVER (B) THE FAIR MARKET VALUE OF THE STOCK ON THE DATE THE STOCK
APPRECIATION RIGHT WAS GRANTED AND (II) THE NUMBER OF SHARES OF STOCK WITH
RESPECT TO WHICH THE STOCK APPRECIATION RIGHT IS EXERCISED, SUBJECT TO ANY
LIMITATIONS THE COMMITTEE MAY IMPOSE.
7.2
PAYMENT AND LIMITATIONS ON EXERCISE.
(A)
SUBJECT TO SECTION 7.2(B), PAYMENT OF THE
AMOUNTS DETERMINED UNDER SECTION 7.1(B) ABOVE SHALL BE IN CASH, IN STOCK (BASED
ON ITS FAIR MARKET VALUE AS OF THE DATE THE STOCK APPRECIATION RIGHT IS
EXERCISED) OR A COMBINATION OF BOTH, AS DETERMINED BY THE COMMITTEE IN THE AWARD
AGREEMENT.
(B)
TO THE EXTENT ANY PAYMENT UNDER
SECTION 7.1(B) IS EFFECTED IN STOCK, IT SHALL BE MADE SUBJECT TO SATISFACTION OF
THE PROVISIONS OF SECTIONS 5.1 AND 5.4 PERTAINING TO OPTIONS.
7.3
TIME AND CONDITIONS OF EXERCISE.
THE TERM OF
ANY STOCK APPRECIATION RIGHT GRANTED UNDER THE PLAN SHALL NOT EXCEED TEN YEARS.
ARTICLE 8
OTHER TYPES OF AWARDS
8.1
PERFORMANCE SHARE AWARDS.
ANY PARTICIPANT
SELECTED BY THE COMMITTEE MAY BE GRANTED ONE OR MORE PERFORMANCE SHARE AWARDS
WHICH SHALL BE DENOMINATED IN A NUMBER OF SHARES OF STOCK AND WHICH MAY BE
LINKED TO ANY ONE OR MORE OF THE PERFORMANCE CRITERIA OR OTHER SPECIFIC
PERFORMANCE CRITERIA DETERMINED APPROPRIATE BY THE COMMITTEE, IN EACH CASE ON A
SPECIFIED DATE OR DATES OR OVER ANY PERIOD