MADE PURSUANT TO SECTION 5 OF THIS PLAN OF THE RIGHT TO RECEIVE COMMON SHARES AT
THE END OF A SPECIFIED PERIOD.
(Y)
"RESTRICTION PERIOD" MEANS THE PERIOD OF
TIME DURING WHICH RESTRICTED STOCK UNITS ARE SUBJECT TO DEFERRAL, AS PROVIDED IN
SECTION 5 OF THIS PLAN.
3
(Z)
"SPREAD" MEANS THE EXCESS OF (I) THE
MARKET VALUE PER SHARE ON THE DATE WHEN AN OPTION RIGHT IS EXCHANGED FOR A
TANDEM APPRECIATION RIGHT OVER (II) THE OPTION PRICE PROVIDED FOR IN THE
EXCHANGED OPTION RIGHT.
(AA)
"SUBSIDIARY" MEANS A CORPORATION, COMPANY OR
OTHER ENTITY (I) MORE THAN 50 PERCENT OF WHOSE OUTSTANDING SHARES OR SECURITIES
(REPRESENTING THE RIGHT TO VOTE FOR THE ELECTION OF DIRECTORS OR OTHER MANAGING
AUTHORITY), WHICH SECURITIES ENTITLED THE HOLDER TO ELECT A MAJORITY OF THE
DIRECTORS OF SUCH CORPORATION, COMPANY OR ENTITY, ARE, OR (II) WHICH DOES NOT
HAVE OUTSTANDING SHARES OR SECURITIES (AS MAY BE THE CASE IN A PARTNERSHIP,
JOINT VENTURE OR UNINCORPORATED ASSOCIATION), BUT MORE THAN 50 PERCENT OF WHOSE
OWNERSHIP INTEREST REPRESENTING THE RIGHT GENERALLY TO MAKE DECISIONS FOR SUCH
OTHER ENTITY IS, NOW OR HEREAFTER, OWNED OR CONTROLLED, DIRECTLY OR INDIRECTLY,
BY THE COMPANY.
(BB)
"TANDEM APPRECIATION RIGHT" MEANS A RIGHT THAT
ENTITLES A PARTICIPANT TO A NUMBER OF COMMON SHARES EQUAL IN VALUE TO THE
SPREAD.
(CC)
"VOTING STOCK" MEANS, AT ANY TIME, SECURITIES
ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS.
3.
SHARES AVAILABLE UNDER THE PLAN.
(A)
SUBJECT TO ADJUSTMENT AS PROVIDED IN
SECTION 3(B) AND SECTION 7 OF THIS PLAN, THE NUMBER OF COMMON SHARES THAT MAY BE
ISSUED OR TRANSFERRED UPON THE EXERCISE OF OPTION RIGHTS, AS RESTRICTED STOCK
UNITS AT THE END OF THE RESTRICTION PERIOD OR IN PAYMENT OF DIVIDEND EQUIVALENTS
PAID WITH RESPECT TO AWARDS MADE UNDER THE PLAN WILL NOT EXCEED IN THE AGGREGATE
1,800,000 COMMON SHARES, PLUS ANY SHARES DESCRIBED IN SECTION 3(B).
SUCH SHARES
MAY BE SHARES OF ORIGINAL ISSUANCE OR TREASURY SHARES OR A COMBINATION OF THE
FOREGOING.
(B)
THE NUMBER OF SHARES AVAILABLE IN
SECTION 3(A) ABOVE WILL BE ADJUSTED TO ACCOUNT FOR SHARES RELATING TO AWARDS
THAT EXPIRE OR ARE FORFEITED OR ARE TRANSFERRED, SURRENDERED OR RELINQUISHED
UPON THE PAYMENT OF ANY OPTION PRICE BY THE TRANSFER TO THE COMPANY OF COMMON
SHARES OR UPON SATISFACTION OF ANY WITHHOLDING AMOUNT.
UPON PAYMENT IN CASH OF
THE BENEFIT PROVIDED BY ANY AWARD GRANTED UNDER THIS PLAN, ANY SHARES THAT WERE
COVERED BY THAT AWARD WILL AGAIN BE AVAILABLE FOR ISSUE OR TRANSFER HEREUNDER.
(C)
NOTWITHSTANDING ANYTHING IN THIS SECTION 3,
OR ELSEWHERE IN THIS PLAN, TO THE CONTRARY, AND SUBJECT TO ADJUSTMENT AS
PROVIDED IN SECTION 7 OF THIS PLAN, NO PARTICIPANT WILL BE GRANTED OPTION RIGHTS
OR RESTRICTED STOCK UNITS THAT SPECIFY MANAGEMENT OBJECTIVES FOR MORE THAN
500,000 COMMON SHARES DURING ANY CALENDAR YEAR.
4.
OPTION RIGHTS.
THE COMMITTEE MAY, FROM
TIME TO TIME AND UPON SUCH TERMS AND CONDITIONS AS IT MAY DETERMINE, AUTHORIZE
THE GRANTING TO PARTICIPANTS OF OPTIONS TO PURCHASE