LEVELS AND ON SUCH TERMS AS THE COMMITTEE
MAY DETERMINE, IN ITS DISCRETION, ON A CORPORATE-WIDE BASIS OR WITH RESPECT TO
ONE OR MORE BUSINESS UNITS, DIVISIONS, SUBSIDIARIES, BUSINESS SEGMENTS OR
FUNCTIONS, AND IN EITHER ABSOLUTE TERMS OR RELATIVE TO THE PERFORMANCE OF ONE OR
MORE COMPARABLE COMPANIES OR AN INDEX COVERING MULTIPLE COMPANIES.
AWARDS THAT
ARE NOT INTENDED TO QUALIFY FOR THE PERFORMANCE-BASED EXCEPTION MAY BE BASED ON
THESE OR SUCH OTHER PERFORMANCE MEASURES AS THE COMMITTEE MAY DETERMINE.
B)
UNLESS OTHERWISE DETERMINED BY THE COMMITTEE, MEASUREMENT OF
PERFORMANCE GOALS WITH RESPECT TO THE PERFORMANCE MEASURES ABOVE SHALL EXCLUDE
THE IMPACT OF CHARGES FOR RESTRUCTURINGS, DISCONTINUED OPERATIONS, EXTRAORDINARY
ITEMS, AND OTHER UNUSUAL OR NON-RECURRING ITEMS, AS WELL AS THE CUMULATIVE
EFFECTS OF TAX OR ACCOUNTING CHANGES, EACH AS DETERMINED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR IDENTIFIED IN THE COMPANY'S
FINANCIAL STATEMENTS, NOTES TO THE FINANCIAL STATEMENTS, MANAGEMENT'S DISCUSSION
AND ANALYSIS OR OTHER FILINGS WITH THE SEC.
C)
PERFORMANCE GOALS MAY DIFFER FOR AWARDS GRANTED TO ANY ONE
PARTICIPANT OR TO DIFFERENT PARTICIPANTS.
D)
ACHIEVEMENT OF PERFORMANCE GOALS IN RESPECT OF AWARDS INTENDED TO
QUALIFY UNDER THE PERFORMANCE-BASED EXCEPTION SHALL BE MEASURED OVER A
PERFORMANCE PERIOD SPECIFIED IN THE AWARD AGREEMENT, AND THE GOALS SHALL BE
ESTABLISHED NOT LATER THAN NINETY (90) DAYS AFTER THE BEGINNING OF THE
PERFORMANCE PERIOD OR, IF LESS THAN NINETY (90) DAYS, THE NUMBER OF DAYS WHICH
IS EQUAL TO TWENTY-FIVE PERCENT (25%) OF THE RELEVANT PERFORMANCE PERIOD
APPLICABLE TO THE AWARD.
E)
THE COMMITTEE SHALL HAVE THE DISCRETION TO ADJUST THE
DETERMINATIONS OF THE DEGREE OF ATTAINMENT OF THE PRE-ESTABLISHED PERFORMANCE
GOALS; PROVIDED, HOWEVER, THAT AWARDS THAT ARE DESIGNED TO QUALIFY FOR THE
PERFORMANCE-BASED EXCEPTION MAY NOT BE ADJUSTED UPWARD (THE COMMITTEE MAY, IN
ITS DISCRETION, ADJUST SUCH AWARDS DOWNWARD).
15)
TRANSFERABILITY OF AWARDS.
INCENTIVE STOCK OPTIONS MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, ASSIGNED, OR OTHERWISE ALIENATED OR HYPOTHECATED, OTHER
THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, AND SHALL BE
EXERCISABLE DURING A PARTICIPANT'S LIFETIME ONLY BY SUCH PARTICIPANT.
OTHER
AWARDS SHALL BE TRANSFERABLE TO THE EXTENT PROVIDED IN THE AWARD AGREEMENT,
EXCEPT THAT NO AWARD MAY BE TRANSFERRED FOR CONSIDERATION.
16)
TAXES.
THE COMPANY SHALL HAVE THE POWER AND RIGHT, PRIOR TO THE
DELIVERY OF SHARES PURSUANT TO AN AWARD, TO DEDUCT OR WITHHOLD, OR REQUIRE A
PARTICIPANT TO REMIT TO THE COMPANY (OR A SUBSIDIARY), AN AMOUNT (IN CASH OR
SHARES) SUFFICIENT TO SATISFY ANY APPLICABLE TAX WITHHOLDING REQUIREMENTS
APPLICABLE TO AN AWARD.
WHENEVER UNDER THE PLAN PAYMENTS ARE TO BE MADE IN
CASH, SUCH PAYMENTS SHALL BE NET OF AN AMOUNT SUFFICIENT TO SATISFY ANY
APPLICABLE TAX WITHHOLDING REQUIREMENTS.
SUBJECT TO SUCH RESTRICTIONS AS THE
COMMITTEE MAY PRESCRIBE, A PARTICIPANT MAY SATISFY ALL OR A PORTION OF ANY TAX
WITHHOLDING REQUIREMENTS BY ELECTING TO HAVE THE COMPANY WITHHOLD SHARES HAVING
A FAIR MARKET VALUE EQUAL TO THE AMOUNT TO BE WITHHELD UP TO THE MINIMUM
STATUTORY TAX WITHHOLDING RATE (OR SUCH OTHER RATE THAT WILL