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 In addition to
applicable law Stock Options, SARs, Performance Shares, Performance Units, Restricted Shares, Restricted Share Units and
the applicable limits set forth in Section 3 of this Plan, Senior Executive Plan Bonuses, the Committee
may grant may, subject to
any Participant shares of Common Stock or such limitations under applicable law, make other
awards Awards (i) that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or rel
...ated 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 convertible or exchangeable into shares of Common Stock, Shares, purchase rights for shares of Common Stock, awards Shares, (ii) with value and payment contingent upon performance of the Company or specified Subsidiaries, Affiliates Subsidiaries or other business units thereof or any other factors designated by the Committee, and awards Committee (including, without limitation, achievement of Management Objectives), or (iii) 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. The Committee will 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 10 will 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. 10 (b) Cash awards, as an element of or a supplement to any other award granted Award made under this the Plan, may also be granted made pursuant to this Section 9. 10. (c) The Committee may grant shares of Common Stock Shares as a bonus, or may grant make other awards 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 be are determined by the Committee in a manner that complies with Section 409A of the Code. from time to time. (d) Notwithstanding anything Each award made pursuant 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 10 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 evidenced by an Evidence of Award and will specify contain such terms and provisions, consistent with the Plan, as the Committee may approve from 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. to time.
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Other Awards. (a)
Subject In addition to
applicable law Stock Options, SARs, Performance Shares, Performance Units, Restricted Shares, Restricted Share Units and
the applicable limits set forth in Section 3 of this Plan, Senior Executive Plan Bonuses, the Committee
may grant may, subject to
any Participant shares of Common Stock or such limitations under applicable law, make other
awards Awards (i) that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or rel
...ated 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 convertible or exchangeable into shares of Common Stock, Shares, purchase rights for shares of Common Stock, awards Shares, (ii) with value and payment contingent upon performance of the Company or specified Subsidiaries, Affiliates Subsidiaries or other business units thereof or any other factors designated by the Committee, and awards Committee (including, without limitation, achievement of Management Objectives), or (iii) 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. The Committee will 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 10 will 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) Cash awards, as an element of or a supplement to any other award granted Award made under this the Plan, may also be granted made pursuant to this Section 9. 10. (c) The Committee may grant shares of Common Stock Shares as a bonus, or may grant make other awards 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 be are determined by the Committee in a manner that complies with Section 409A of the Code. from time to time. (d) Notwithstanding anything Each award made pursuant 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 10 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 evidenced by an Evidence of Award and will specify contain such terms and provisions, consistent with the Plan, as the Committee may approve from 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. to time.
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Other Awards.
(a) Subject (a)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 or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securit
...ies, other 10 rights convertible or exchangeable into 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 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 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. 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, cash, 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, Board shall determine. (b)Cash awards may also be granted pursuant to this Section 9. (c) The Committee (c)The Board 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 shall be determined by the Committee in a manner Board. (d)If the earning or vesting of, or elimination of restrictions applicable to, Other Awards is based only on the passage of time rather than the achievement of Management Objectives, the period of time shall be no shorter than three years, except that complies with Section 409A the restrictions may be removed no sooner than ratably on an annual basis during the three-year period as determined by the Board at the Date of Grant. If the Code. (d) earning or vesting of, or elimination of restrictions applicable to, Other Awards is based on the achievement of Management Objectives, the earning, vesting or restriction period may not terminate sooner than after one year. Notwithstanding anything to the contrary contained in this Plan, subject to any applicable limitations contained in Section 18, any grant of an award under this Section 9 Other Awards may provide for the earning or vesting of, or earlier elimination lapse of restrictions applicable to, such award, including the substantial risk of forfeiture 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, Control. (e)The Board may at or after the Date of Grant, authorize Grant of Other Awards provide for the payment of dividends or dividend equivalents on awards granted under this Section 9 on a deferred and contingent basis, 11 equivalents, as applicable, to the holder thereof, either in cash or in additional shares of Common Stock; provided, however, Stock, that dividend equivalents will be paid contingent on the lapse of the substantial risk of forfeiture or other distributions on shares restrictions and/or achievement of Common Stock underlying awards granted under this Section 9 will be deferred until and paid contingent upon the earning of such awards. applicable Management Objectives.
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Other Awards.
(a) Subject (a)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 or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securit
...ies, other rights convertible or exchangeable into 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 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 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. 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, cash, 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, Board shall determine. (b)Cash awards may also be granted pursuant to this Section 9. (c) The Committee (c)The Board 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 shall be determined by the Committee in a manner Board. (d)If the earning or vesting of, or elimination of restrictions applicable to, Other Awards is based only on the passage of time rather than the achievement of Management Objectives, the period of time shall be no shorter than three years, except that complies with Section 409A the restrictions may be removed no sooner than ratably on an annual basis during the three-year period as determined by the Board at the Date of Grant. If the Code. (d) earning or vesting of, or elimination of restrictions applicable to, Other Awards is based on the achievement of Management Objectives, the earning, vesting or restriction period may not terminate sooner than after one year. Notwithstanding anything to the contrary contained in this Plan, subject to any applicable limitations contained in Section 18, any grant of an award under this Section 9 Other Awards may provide for the earning or vesting of, or earlier elimination lapse of restrictions applicable to, such award, including the substantial risk of forfeiture 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, Control. (e)The Board may at or after the Date of Grant, authorize Grant of Other Awards provide for the payment of dividends or dividend equivalents on awards granted under this Section 9 on a deferred and contingent basis, 11 equivalents, as applicable, to the holder thereof, either in cash or in additional shares of Common Stock; provided, however, Stock, that dividend equivalents will be paid contingent on the lapse of the substantial risk of forfeiture or other distributions on shares restrictions and/or achievement of Common Stock underlying awards granted under this Section 9 will be deferred until and paid contingent upon the earning of such awards. applicable Management Objectives.
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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 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 convertible or ex
...changeable 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, 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. Company, dividend equivalents and awards that are membership interests in a Subsidiary or Operating Partnership, and OP Interests. The Committee will determine the terms and conditions of such awards. awards; provided, that, dividend equivalents may only be granted with respect to Restricted Share Units and Performance Shares. Shares of Common Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 9 10 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 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 be determined by the Committee in a manner that complies with Section 409A of the Code. (d) If the earning or vesting of, or elimination of restrictions applicable to, an award granted under this Section 10 (including dividend equivalents) is based only on the passage of time rather than the achievement of Management Objectives, the period of time shall be no shorter than one year. If the earning or vesting of, or elimination of restrictions applicable to, awards granted under this Section 10 (including dividend equivalents) is based on the achievement of Management Objectives, the earning, vesting or restriction period may not terminate sooner than after one year. 12 (e) Notwithstanding anything to the contrary contained in this Plan, Plan (including minimum vesting requirements), any grant of an award under this Section 9 10 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 Control only where either (i) within a specified period the Participant's service is involuntarily terminated for reasons other than for cause or the Participant terminates his or her employment or service for good reason or (ii) such adjustment will be made awards are not assumed or converted into replacement awards in a manner described 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 Agreement. (f) No award under Section 162(m) 10 of the Code. In such event, the Evidence of Award will specify the time and terms of delivery. (e) this Plan shall be entitled to dividends. The Committee may, at or after the Date of Grant, authorize may provide for the payment of dividends or dividend equivalents on awards to the holder of an award granted under Section 10 of this Section 9 on a deferred and contingent basis, 11 Plan either in cash or in additional shares Shares, subject in all cases to deferral and payment on a contingent basis based on the Participant's earning of Common Stock; provided, however, that the award with respect to which such 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. are paid.
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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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Other Awards.
(a) Subject a. 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 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, c
...onvertible 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, 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 of, the Company. The Committee will 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) 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 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 an Affiliate 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. Committee.
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Other Awards.
(a) Subject a. 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 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, c
...onvertible 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, 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 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) 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 the Plan. c. The Committee may 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. Committee.
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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 Eligible Individual 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 exchange
...able debt securities, other rights convertible or exchangeable into 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 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 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. 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, cash, shares of Common Stock, other awards, notes or other property, as the Committee determines. 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 of this Plan. (c) The Committee Board 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 shall be determined by the Committee Board in a manner that complies with Section 409A of the Code. (d) Notwithstanding anything Share-based awards pursuant to the contrary contained in this Plan, any grant of an award under this Section 9 may provide for the earning or are not required to be subject to any minimum 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. period.
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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
or sell 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 se
...curities, other rights convertible or exchangeable into 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 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 or the value of securities of, or the performance of specified Subsidiaries or Affiliates affiliates or other business units of the Company. The Committee Board 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 10 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, cash, shares of Common Stock, other awards, notes or other property, as the Committee Board 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 of this Plan. (c) The Committee Board 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. Board.
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