BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION AND SUCH SAR SHALL BE EXERCISABLE, DURING THE PARTICIPANT'S
LIFETIME, ONLY BY HIM OR HER, PROVIDED, HOWEVER, THAT A TANDEM SAR SHALL BE
TRANSFERABLE TO THE SAME EXTENT AS THE RELATED STOCK OPTION.
10.6
LIMITATION ON SAR AWARDS.
AWARDS OF SARS UNDER THIS PLAN (AND ANY OTHER
PLAN OF THE CORPORATION OR A SUBSIDIARY PROVIDING FOR SAR AWARDS) TO ANY
INDIVIDUAL EMPLOYEE SHALL NOT EXCEED, IN THE AGGREGATE, SARS FOR
1,000,000 SHARES OF COMMON STOCK DURING ANY PERIOD OF 12 CONSECUTIVE MONTHS.
SUCH LIMITATION SHALL BE SUBJECT TO ADJUSTMENT IN THE MANNER DESCRIBED IN
ARTICLE 11.
THIS LIMITATION SHALL BE CONSTRUED AND APPLIED CONSISTENTLY WITH
SECTION 162(M) OF THE CODE.
ARTICLE 11.
ADJUSTMENT PROVISIONS
11.1
Share Adjustments.
(A)
IN THE EVENT THAT THE SHARES OF COMMON STOCK OF THE CORPORATION, AS
PRESENTLY CONSTITUTED, SHALL BE CHANGED INTO OR EXCHANGED FOR A DIFFERENT NUMBER
OR KIND OF SHARES OF STOCK OR OTHER SECURITIES OF THE CORPORATION OR ANY OTHER
ENTITY, OR IF THE NUMBER OF SUCH SHARES OF COMMON STOCK SHALL BE CHANGED THROUGH
THE PAYMENT OF A STOCK DIVIDEND, STOCK SPLIT OR REVERSE STOCK SPLIT, THEN
(I) THE SHARES OF COMMON STOCK AUTHORIZED HEREUNDER TO BE MADE THE SUBJECT OF
AWARDS, (II) THE SHARES OF COMMON STOCK THEN SUBJECT TO OUTSTANDING AWARDS AND
THE EXERCISE PRICE THEREOF (WHERE RELEVANT), (III) THE MAXIMUM NUMBER OF AWARDS
THAT MAY BE GRANTED WITHIN A 12-MONTH PERIOD AND (IV) THE NATURE AND TERMS OF
THE SHARES OF STOCK OR SECURITIES SUBJECT TO AWARDS HEREUNDER SHALL BE
INCREASED, DECREASED OR OTHERWISE CHANGED TO SUCH EXTENT AND IN SUCH MANNER AS
MAY BE NECESSARY OR APPROPRIATE TO REFLECT ANY OF THE FOREGOING EVENTS.
(B)
IF THERE SHALL BE ANY OTHER CHANGE IN THE NUMBER OR KIND OF THE OUTSTANDING
SHARES OF THE COMMON STOCK OF THE CORPORATION, OR OF ANY STOCK OR OTHER
SECURITIES INTO WHICH SUCH COMMON STOCK SHALL HAVE BEEN CHANGED, OR FOR WHICH IT
SHALL HAVE BEEN EXCHANGED, AND IF A ADMINISTRATOR SHALL, IN ITS SOLE DISCRETION,
DETERMINE THAT SUCH CHANGE EQUITABLY REQUIRES AN ADJUSTMENT IN ANY AWARD WHICH
WAS THERETOFORE GRANTED OR WHICH MAY THEREAFTER BE GRANTED UNDER THE PLAN, THEN
SUCH ADJUSTMENT SHALL BE MADE IN ACCORDANCE WITH SUCH DETERMINATION.
(C)
THE GRANT OF AN AWARD PURSUANT TO THE PLAN SHALL NOT AFFECT IN ANY WAY THE
RIGHT OR POWER OF THE CORPORATION TO MAKE ADJUSTMENTS, RECLASSIFICATIONS,
REORGANIZATIONS OR CHANGES OF ITS CAPITAL OR BUSINESS STRUCTURE, TO MERGE, TO
CONSOLIDATE, TO DISSOLVE, TO LIQUIDATE OR TO SELL OR TRANSFER ALL OR ANY PART OF
ITS BUSINESS OR ASSETS.
11.2
CORPORATE CHANGES.
A LIQUIDATION OR DISSOLUTION OF THE CORPORATION, A
MERGER OR CONSOLIDATION IN WHICH THE CORPORATION IS NOT THE SURVIVING ENTITY OR
A SALE OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS IN A SINGLE
TRANSACTION OR SERIES OF RELATED TRANSACTIONS SHALL CAUSE EACH OUTSTANDING AWARD
TO TERMINATE, EXCEPT TO THE EXTENT THAT ANOTHER CORPORATION OR OTHER ENTITY MAY
AND