Other Awards.
(a) Subject The Administrator is authorized, subject to
limitations under applicable
law and the applicable limits set forth in Section 3 of this Plan, the Committee may law, to grant to
any Participant shares of Common Stock or Participants such other
awards Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to,
shares of Common Stock Shares or factors that may influence the value of
such shares, including, without limitat...ion, Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of Common Stock, Shares, purchase rights for shares of Common Stock, awards Shares, Awards with value and payment contingent upon performance of the Company or specified Subsidiaries, Affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the shares of Common Stock or the value of securities of, or the performance of specified Subsidiaries or Affiliates or other business units of the Company. Administrator. The Committee will Administrator shall determine the terms and conditions of such awards. Awards. Shares of Common Stock delivered pursuant to an award Award in the nature of a purchase right granted under this Section 9 will shall be purchased for such consideration, paid for at such time, times, by such methods, methods and in such forms, including, without limitation, shares of Common Stock, including cash, Shares, other awards, notes or Awards, other property, or any combination thereof, as the Committee determines. (b) Administrator shall determine. Cash awards, as an element of or supplement to any other award granted under this Plan, awards may also be granted pursuant to this Section 9. (c) The Committee may grant shares of Common Stock as a bonus, or may grant other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code. (d) Notwithstanding anything to the contrary contained in this Plan, any grant of an award under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control; provided, however, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the Evidence of Award will specify the time and terms of delivery. (e) The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this Section 9 on a deferred and contingent basis, 11 either in cash or in additional shares of Common Stock; provided, however, that dividend equivalents or other distributions on shares of Common Stock underlying awards granted under this Section 9 will be deferred until and paid contingent upon the earning of such awards. Section.
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Other Awards. (a) Subject to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may
authorize the grant to any Participant
shares of Common
Stock Shares or such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to,
shares of Common
Stock Shares or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights con
...vertible or exchangeable into shares of Common Stock, Shares, purchase rights for shares of Common Stock, Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, Affiliates affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the shares of Common Stock Shares or the value of securities of, or the performance of specified Subsidiaries or Affiliates affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Common Shares of Common Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 9 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, shares of Common Stock, Shares, other awards, notes or other property, as the Committee determines. (b) Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section 9. 10 (c) The Committee may authorize the grant shares of Common Stock Shares as a bonus, or may authorize the grant of other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code. (d) Notwithstanding anything to the contrary contained in this Plan, any grant of an award under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control; provided, however, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the Evidence of Award will specify the time and terms of delivery. (e) The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this Section 9 on a deferred and contingent basis, 11 either in cash or in additional shares of Common Stock; provided, however, that Shares, which dividends or dividend equivalents shall be subject to deferral and payment on a contingent basis based on the earning or other distributions on shares vesting of Common Stock underlying awards granted such awards. (e) Each grant of an award under this Section 9 will be deferred until evidenced by an Evidence of Award. Each such Evidence of Award will be subject to this Plan and paid contingent upon will contain such terms and provisions, consistent with this Plan, as the earning Committee may approve, and will specify the time and terms of such awards. delivery of the applicable award.
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Other Awards.
(a) Subject 11.1 The Committee may, subject to
limitations under applicable law and
subject to the
applicable limits set forth in provisions of the Plan, including the minimum vesting provisions of Section
3 of this Plan, the Committee may 12, grant to any Participant
shares of Common Stock or such
other awards Other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to,
shares of Common
Stock Shares or factors that may inf
...luence the value of such shares, including, without limitation, unrestricted Common Shares, or Common Shares subject to transfer restrictions and/or deferred delivery, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of Common Stock, Shares, purchase rights for shares of Common Stock, awards Shares, Awards with value and payment contingent upon performance of the Company Corporation or specified Subsidiaries, Affiliates affiliates or other business units thereof or any other factors designated by the Committee, and awards Awards valued by reference to the book value of the shares of Common Stock Shares or the value of securities of, or the performance of specified Subsidiaries or Affiliates affiliates or other business units of the Company. Corporation. The Committee will shall determine the terms and conditions of such awards. Awards. Common Shares of Common Stock delivered pursuant to an award Award in the nature of a purchase right granted under this Section 9 will 11 shall be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, shares of cash, Common Stock, Shares, other awards, Awards, notes or other property, as the Committee determines. (b) shall determine. The Committee may authorize the payment of dividend equivalents on the Common Shares underlying Other Awards; provided, however, that any dividends or dividend equivalents with respect to unvested Other Awards shall be accumulated or deemed reinvested in additional Common Shares until such Award is earned and vested, and shall be subject to the same terms and conditions, including vesting conditions and the achievement of applicable Performance Goals, as the original Award. 11.2 Cash awards, as an element of or supplement to any other award Award granted under this the Plan, may also be granted pursuant to this Section 9. (c) The 11. 11.3 Subject to the provisions of the Plan, including the minimum vesting provisions of Section 12, the Committee may grant shares of Common Stock Shares as a bonus, bonus or in lieu of other compensation to a Participant, or may grant other awards Other Awards in lieu of obligations of the Company Corporation or a Subsidiary to pay cash or deliver other property (including Common Shares) under this the Plan, a Deferred Compensation Plan or under other plans or compensatory arrangements, subject to such terms as will shall be determined by the Committee in a manner that complies with Section 409A of the Code. (d) Notwithstanding anything to the contrary contained in this Plan, any grant of an award under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control; provided, however, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the Evidence of Award will specify the time and terms of delivery. (e) The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this Section 9 on a deferred and contingent basis, 11 either in cash or in additional shares of Common Stock; provided, however, that dividend equivalents or other distributions on shares of Common Stock underlying awards granted under this Section 9 will be deferred until and paid contingent upon the earning of such awards.
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