Other Awards. (a) Subject to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may grant to any Participant shares of Common Stock 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 or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable int
...o shares of Common Stock, purchase rights for shares of Common Stock, 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. The Committee will determine the terms and conditions of such awards. 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, 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. (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.
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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 limit set forth in Section
3 3(c) of this Plan, the Committee may grant to any Participant
shares of Common Stock or such
other awards Other Awards (including profits interests) 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 Units or factors that may influence the value of such
shares, units, including, without limitation, convertible or exchang
...eable debt securities, other rights convertible or exchangeable into shares of Common Stock, Units, purchase rights for shares of Common Stock, Units, awards with value and payment contingent upon performance of the Company Partnership or specified Subsidiaries, Affiliates of the Partnership 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 Units or the value of securities of, or the performance of specified Subsidiaries or Affiliates of the Partnership or other business units of the Company. Partnership. The Committee will determine the terms and conditions of such awards. Shares of Common Stock Other Awards. Units delivered pursuant to an award Other 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, other awards, Units, Other Awards, notes or other property, as the Committee determines. (b) Cash awards, as an element of or supplement to any other award Award granted under this Plan, may also be granted pursuant to this Section 9. (c) The Committee may grant shares of Common Stock Units as a bonus, or may grant other awards Other Awards in lieu of obligations of the Company Partnership 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 Other Award under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, Other Award, including (i) in the event of the retirement, death or disability of a Participant the Participant, or (ii) in the event of a Change in Control; Control. 11 10. Administration of the Plan. (a) This Plan will be administered by the Committee. The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee. (b) The interpretation and construction by the Committee of any provision of this Plan or of any agreement, notification or document evidencing the grant of Awards under this Plan and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan Section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee. (c) The Committee may delegate to one or more of its members or to one or more officers of the Partnership, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under the Plan. The Committee may, by resolution, authorize one or more key employees of the Partnership, Company or their Affiliates to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of Awards under this Plan; and (ii) determine the size of any such Awards; provided, however, that no (A) the Committee will not delegate such adjustment will be made in the case responsibilities to any such officer for Awards granted to an employee who is an officer, Director, or more than 10% beneficial owner of a Qualified Performance-Based Award (other than in connection with the death or disability any class of the Participant or a Change in Control) where such action would result in the loss Partnership's equity securities that is registered pursuant to Section 12 of the otherwise available exemption Exchange Act, as determined by the Committee in accordance with Section 16 of the award under Section 162(m) Exchange Act; (B) the resolution providing for such authorization sets forth the total number of Units such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the Code. In such event, Awards granted pursuant to 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. authority delegated.
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Other Awards.
(a) Subject The Committee 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 limitation,...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. Committee. The Committee will 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) 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 The Board may, subject to
limitations under applicable
law and the applicable limits set forth in Section 3 of this Plan, the Committee may law, grant to any Participant
shares of Common Stock or 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, Shares, including, without limitation,
convertible awards co...nsisting of securities 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 affiliates or other business units thereof or any other factors designated by the Committee, Board, 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. RAI. The Committee will Board 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, by such methods, and in such forms, including, without limitation, shares of Common Stock, other awards, cash, Shares, Other Awards, notes or other property, as the Committee determines. Board shall determine. (b) Cash Except as otherwise provided in Section 15(b), cash awards, as independent Awards or 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 Committee Board may grant shares of Common Stock Shares as a bonus, or may grant other awards Awards in lieu of obligations of the Company RAI or a Subsidiary to pay cash or deliver other property under this the Plan or under other plans or compensatory arrangements, subject to such terms as will shall be determined by the Committee Board 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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Other Awards. (a)
Subject The Board may, subject to
limitations under applicable
law and the applicable limits set forth in Section 3 of this Plan, the Committee may law, grant to any Participant
shares of Common Stock 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, Shares, including, without limitation,
convertible awards consistin...g of securities or exchangeable debt securities, other rights convertible 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 or other business units thereof or any other factors designated by the Committee, Board, 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 or other business units of the Company. NWI. The Committee will Board shall determine the terms and conditions of such awards. Shares of Common Stock delivered pursuant to an 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, by such methods, and in such forms, including, without limitation, shares of Common Stock, other cash, Shares, Other awards, notes or other property, as the Committee determines. Board shall determine. (b) Cash Except as otherwise provided in Section 15(b), cash awards, as independent awards or 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 Committee Board may grant shares of Common Stock Shares as a bonus, or may grant other awards Awards in lieu of obligations of the Company NWI or a Subsidiary to pay cash or deliver other property under this the Plan or under other plans or compensatory arrangements, subject to such terms as will shall be determined by the Committee Board 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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Other Awards.
(a) Subject a. The Board 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 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, Common Shares, including, without limitation, conve
...rtible or exchangeable debt securities, other rights convertible 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 or other business units thereof or any other factors designated by the Committee, Board, 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 of, the Company. The Committee will Board shall 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 10 shall be purchased for such consideration, paid for at such time, times, by such methods, and in such forms, including, without limitation, shares of cash, Common Stock, Shares, other awards, notes or other property, as the Committee determines. (b) Board shall determine. 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. (c) 10 of this Plan. c. The Committee may Board is authorized to grant shares of Common Stock Shares as a bonus, or may to grant Common Shares or other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this the 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. Board.
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Other Awards. (a) Subject to applicable law and the
applicable limits limit set forth in Section
3 3(c) of this Plan, the Committee may grant to any Participant
shares of Common Stock or such
other awards Other Awards (including profits interests) 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 Units or factors that may influence the value of such
shares, units, including, without limitation, convertible or exchang
...eable debt securities, other rights convertible or exchangeable into shares of Common Stock, Units, purchase rights for shares of Common Stock, Units, awards with value and payment contingent upon performance of the Company Partnership or specified Subsidiaries, Affiliates of the Partnership 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 Units or the value of securities of, or the performance of specified Subsidiaries or Affiliates of the Partnership or other business units of the Company. Partnership. The Committee will determine the terms and conditions of such awards. Shares of Common Stock Other Awards. Units delivered pursuant to an award Other Award in the nature of 11 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, other awards, Units, Other Awards, notes or other property, as the Committee determines. (b) Cash awards, as an element of or supplement to any other award Award granted under this Plan, may also be granted pursuant to this Section 9. (c) The Committee may grant shares of Common Stock Units as a bonus, or may grant other awards Other Awards in lieu of obligations of the Company Partnership 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 Other Award under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, Other Award, including (i) in the event of the retirement, death or disability of a Participant the Participant, or (ii) 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. Control.
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Other Awards. (a)
Subject Other Awards. The Board may, subject to
limitations under applicable
law and the applicable limits set forth in Section 3 of this Plan, the Committee may law, grant to any Participant
shares of Common Stock 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 exchang
...eable 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 affiliates or other business units thereof or any other factors designated by the Committee, Board, 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 A-11 Subsidiaries or Affiliates affiliates or other business units of the Company. The Committee will Board shall determine the terms and conditions of such awards. Other 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 10 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, notes or other property, as the Committee determines. Board shall determine. (b) Cash Awards. 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) Share Bonus. The Committee Board may grant shares of Common Stock Shares 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 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. Board.
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Other Awards.
(a) Subject 11.1 The Committee may, subject to
limitations under applicable
law and the applicable limits set forth in Section 3 of this Plan, the Committee may law, grant to any
Participant shares of Common Stock or Employee 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 influence the value of such shares, including, without limitation, conve
...rtible 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. For any Qualified Performance-Based Award in the form of an Other Award, no Employee will be entitled to receive payments with respect to such Award until the Committee certifies, in writing, that the requirements established for such Award have been satisfied. 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) 11. 11.3 The Committee may grant shares of Common Stock Shares as a bonus, bonus or in lieu of an Employee's salary, 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 under this the 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 11.4 If the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in Other Awards is based only on the event passage of time rather than the retirement, death or disability achievement of a Participant or in Performance Goals, the event period of a Change in Control; provided, however, time shall be no shorter than three years, except that the restrictions may be removed no such adjustment will be made in sooner than ratably on an annual basis during the case three-year period as determined by the Committee at the date 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 grant. If the earning or vesting of, or elimination of such awards. restrictions applicable to, Other Awards is based on the achievement of Performance Goals, the earning, vesting or restriction period may not terminate sooner than one year from the date of grant.
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Other Awards. (a)
Subject Other Awards. The Board may, subject to
limitations under applicable
law and the applicable limits set forth in Section 3 of this Plan, the Committee may law, grant to any Participant
shares of Common Stock 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 exchang
...eable 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 affiliates or other business units thereof or any other factors designated by the Committee, Board, 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. The Committee will Board shall determine the terms and conditions of such awards. Other 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 10 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, notes or other property, as the Committee determines. Board shall determine. (b) Cash Awards. 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) Share Bonus. The Committee Board may grant shares of Common Stock Shares 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 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. Board.
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