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, 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. 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. (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. 14 (d) If the earning or vesting of, or elimination of restrictions applicable to, an award granted under this Section 9 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 9 is based on the achievement of Management Objectives, the earning, vesting or restriction period may not terminate sooner than after one year. (e) Notwithstanding anything to the contrary contained in this Plan, Plan (including minimum vesting requirements), 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; 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 awards are not assumed or converted into replacement awards in a manner described in the Award Agreement; 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 Agreement 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 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 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 ex
...changeable into shares of Common Stock, purchase rights for shares of Common Stock, awards with value and payment contingent upon performance of the Company any specified Participating Company, affiliates 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 Participating Companies, affiliates or Affiliates or other business units of the Company. Participating Companies. 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. 9 (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 authorize the grant shares of Common Stock as a bonus, or may authorize the grant of other awards in lieu of obligations of the Participating 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 409A. (d) The Committee may, at or after the Date of Grant, authorize the payment of dividends or Dividend Equivalent Rights on awards granted under this Section 9 on a deferred and contingent basis, either in cash or in additional Stock, based upon the earning and vesting of such awards. (e) Each grant of an award under this Section 9 will be evidenced by an Evidence of Award. Each such Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve, and will specify the time and terms of delivery of the Code. (d) applicable award. (f) Notwithstanding anything to the contrary contained in this Plan, any grant of an award awards 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 death, Disability or disability termination of Service 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. Control.
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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 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 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 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) If the earning or vesting of, or elimination of restrictions applicable to, an award granted under this Section 9 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 the restrictions may be removed no sooner than ratably during the three-year period as determined by the Committee. If the earning or vesting of, or 16 elimination of restrictions applicable to, awards granted under this Section 9 is based on the achievement of Management Objectives, the earning, vesting or restriction period may not terminate sooner than one year. The provisions of this subsection (d) need not apply to (i) any award granted under this Section 9 to a non-employee Director or (ii) any cash-based award requiring the achievement of Management Objectives. (e) 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 (i) in the event of the retirement, Retirement, death or disability Disability of a Participant the Participant, or (ii) in the event of a Change in Control; Control where either (A) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (B) such awards are not assumed or converted into replacement awards in a manner described in the Evidence of Award; 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 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 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 Shares or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangea
...ble 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. 15 (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 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 9 is based only on the passage of time rather than the achievement of Management Objectives, the period of time, except with respect to Adjusted Awards, shall be no shorter than one year. If the earning or vesting of, or elimination of restrictions applicable to, awards granted under this Section 9 is based on the achievement of Management Objectives, the earning, vesting or restriction period, except with respect to Adjusted Awards, may not terminate sooner than after one year. (e) 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 the Participant, or in the event of a Change in Control; Control only where either (i) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (ii) such awards are not assumed or converted into replacement awards in a manner described in the Evidence of Award; 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 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 to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may
authorize the grant to any Participant
of 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 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, 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 determine the terms and conditions of such awards. awards and will specify the class of Stock subject to the awards or to which the awards relate. 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 authorize the grant of shares of Common Stock 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 dividend equivalents or other distributions on shares of Common Stock underlying awards granted under this Section 9 will be deferred until until, and paid contingent contingent, upon the earning and vesting of such awards. (e) Each grant of an award under this Section 9 will be evidenced by an Evidence of Award. Each such Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve, and will specify the time and terms of delivery of the applicable award. (f) Awards under this Section 9 may provide for the earning or vesting of, or earlier termination of restrictions applicable to, such award, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.
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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 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 exchangea
...ble 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. awards, including any Management Objectives, if applicable. 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. (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) Notwithstanding anything Each grant of an award under this Section 9 may specify the period or periods of continuous services by the Participant with the Company or any Subsidiary that is necessary before such award is earned, vested, or no longer subject to the contrary contained in this Plan, applicable restrictions, and any grant of an award under this Section 9 may provide for the earlier 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 the Participant or in the event of a Change in Control; provided, however, that Control. Notwithstanding any provision of this Plan to the contrary, 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 Agreement 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 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. (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 Common Shares, based upon the earning and vesting of Common Stock; provided, however, that dividend equivalents or other distributions on shares such awards. 11 (e) Each grant of Common Stock underlying awards granted 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 Committee may approve, and will specify the time and terms of delivery of the applicable award. (f) Notwithstanding anything to the contrary contained in this Plan, awards under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such awards. award, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.
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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 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 ex
...changeable 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, 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 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 authorize the grant shares of Common Stock 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 Common Stock, based upon the earning and vesting of Common Stock; provided, however, that dividend equivalents or other distributions on shares such awards. (e) Each grant of Common Stock underlying awards granted 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 Committee may approve, and will specify the time and terms of delivery of the applicable award. 8 (f) Notwithstanding anything to the contrary contained in this Plan, awards under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such awards. award, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.
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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. (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; Shares; provided, however, that dividend equivalents or other distributions on shares of Common Stock Shares underlying awards granted under this Section 9 will shall be deferred until until, and paid contingent upon upon, the earning and vesting of such awards. (e) Each grant of an award under this Section 9 will be evidenced by an Evidence of Award. Each such Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve, and will specify the time and terms of delivery of the applicable award. 13 (f) Notwithstanding anything to the contrary contained in this Plan, awards 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, disability or termination of employment or service of a Participant or in the event of a Change in Control.
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