(iii)
Restricted Stock Units
. During any Fiscal Year, no Participant will
receive more than an aggregate of 300,000 Restricted Stock Units; provided, however, that in connection with a Participants initial service as an Employee, an Employee may be granted an aggregate of up to an additional 300,000 Restricted Stock
Units;
(iv)
Stock Appreciation Rights
. During any Fiscal Year, no Participant will be granted Stock Appreciation
Rights covering more than 1,000,000 Shares; provided, however, that in connection with a Participants initial service as an Employee, an Employee may be granted Stock Appreciation Rights covering up to an additional 1,000,000 Shares; and
(v)
Performance Units / Performance
Shares. During any Fiscal Year, no Participant will receive (1) Performance
Units having an initial value greater than $3,000,000, and (2) more than 300,000 Performance Shares; provided, however, that in connection with a Participants initial service as an Employee, an Employee may be granted up to an additional
300,000 Performance Shares.
(c)
Exchange Program
. The Administrator may not institute an Exchange Program.
(d)
Outside Director Limitations
. No Outside Director may be granted, in any Fiscal Year, Awards with a grant date fair value
(determined in accordance with U.S. generally accepted accounting principles) of greater than $300,000, increased to $500,000 in the Fiscal Year of his or her initial service as an Outside Director. Any Awards granted to an individual while he or
she was an Employee, or while he or she was a Consultant but not an Outside Director, will not count for purposes of the limitations under this Section 6.
(e)
Vesting Limits
. Awards granted under the Plan shall vest no earlier than the one (1) year anniversary of the Awards date of grant, provided that the Administrator, in its sole
discretion, may provide an Award may accelerate vesting by reason of the Participants death, Disability or retirement, or upon a major capital change of the Company (including without limitation upon the occurrence of a Change in Control,
merger of the Company with or into another corporation or entity, or similar transaction), and provided further, that, notwithstanding the foregoing in this sentence, Awards that result in the issuance of
an aggregate of up to 5% of the
Shares reserved for issuance under Section 3(a) may be granted to Service Providers, or outstanding Awards modified, without regard to such minimum vesting, exercisability and distribution provisions.
(f)
Dividend Payments
. Dividends and other distributions payable with respect to Shares subject to Awards (including Dividend
Equivalents) will not be paid before the underlying Shares vest.
7.
Stock Options
.
(a)
Grant of Options
. Subject to the terms and conditions of the Plan, Options may be granted to Service Providers at any time and
from time to time as will be determined by the Administrator, in its sole discretion. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
(b)
Number of Shares
. Subject to the limitations contained in Section 6, the Administrator will have complete discretion to
determine the number of Shares subject to Options granted to any Participant.
(c)
Term of Option
. The Administrator
will determine the term of each Option in its sole discretion; provided, however, that the term will be no more than ten (10) years from the date of grant thereof, subject to the provisions of Section 6.
(d)
Option Exercise Price and Consideration
.
(i)
Exercise Price
. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, but will be no less than 100% of the Fair
Market Value per Share on the date of grant, subject to the provisions of Section 6.
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