12.
Dividends and Dividend Equivalents
. If specified in
the applicable Agreement, a Participant may be eligible to receive dividends or dividend equivalents with respect to the Shares covered by an Award. Dividends and dividend equivalents under this Plan may be settled in cash or Shares and shall be
subject to such other terms as determined by the Committee;
provided
,
however
, that in no event will dividends or dividend equivalents be paid with respect to unvested Awards.
13.
Other Stock-Based Awards
. The Committee may in its discretion grant stock-based awards of a type
other than those otherwise provided for in this Plan, including the offer for sale, or the outright grant, of unrestricted Shares (
Other Stock-Based Awards
). Other Stock-Based Awards shall cover such number of Shares and have such
terms and conditions as the Committee shall determine, including terms that condition the payment or vesting of the Other Stock-Based Award upon the achievement of one or more Performance Goals, provided that the minimum period with respect to which
such Performance Goals are measured shall be one year
(pro-rated
in the case of a newly hired Employee), except in the event of a Change of Control.
14.
Capital Events; Adjustments; Change of Control
.
14.1
Automatic Adjustments.
Unless otherwise determined by the Committee on or prior to the date of an Automatic
Adjustment Event, upon the occurrence of an Automatic Adjustment Event, each of the following shall, automatically and without need for Committee action, be proportionately adjusted:
(a) the number of Shares subject to outstanding Awards;
(b) the per Share Exercise Price of Options and the per Share base price upon which payments under SARs
that are not Related SARs are determined;
(c) the aggregate number Shares as to which Awards
thereafter may be granted under this Plan; and
(d) the maximum number of Shares with respect to
which an Employee may be granted Awards during any calendar year.
14.2
Discretionary Adjustments.
Subject
to Section 14.1, in the event of any change in the outstanding Common Stock by reason of a stock dividend, stock split, reverse stock split,
spin-off,
recapitalization, reclassification, extraordinary
cash dividend, combination or exchange of shares, merger, consolidation, liquidation or the like, the Committee shall, as it deems equitable in its discretion, provide for a substitution for or adjustment in:
(a) the number and class of securities subject to outstanding Awards or the type of consideration to be
received upon the exercise or vesting of outstanding Awards;
(b) the Exercise Price of Options and
the base price upon which payments under SARs that are not Related SARs are determined;
(c) the
aggregate number and class of securities for which Awards thereafter may be granted under this Plan; and
(d) the maximum number of securities with respect to which an Employee may be granted Awards during any
calendar year.
Any provision of this Plan or any Agreement to the contrary notwithstanding, in the event of a merger or consolidation to
which the Company is a party, the Committee shall take such actions, if any, as it deems necessary or appropriate to prevent the enlargement or diminishment of Participants rights under this Plan and Awards granted hereunder, and may, in its
discretion, cause any Award granted hereunder to be canceled in consideration of a cash payment equal to the fair value of the canceled Award, as the Committee determines in its discretion.
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