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8
5.4. LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the contrary (but subject
to adjustment as provided in Section 15.1), the maximum number of Shares with respect to one or more Options
and/or SARs that may be granted during any one calendar year under the Plan to any one Participant shall be
5,000,000. The maximum aggregate grant with respect to Awards of Restricted Stock, Restricted Stock Units,
Deferred Stock Units, Performance Shares or other Awards (other than Options or SARs) granted in
any one calendar year to any one Participant shall be 5,000,000.
5.5. MINIMUM VESTING REQUIREMENTS. Except in the case of substitute Awards granted pursuant
to Section 14.15, Full-Value Awards granted under the Plan to an Eligible Participant shall either (i) be subject to a
minimum vesting period of three years (which may include graduated vesting within such three-year period), or one
year if the vesting is based on performance criteria other than continued service, or (ii) be granted solely in
exchange for foregone cash compensation. Notwithstanding the foregoing, (i) the Committee may at its discretion
permit and authorize acceleration of vesting of such Full-Value Awards in the event of the Participant’s death,
Disability, or retirement, or the occurrence of a Change in Control (subject to the requirements of Article 11 in the
case of Qualified Performance-Based Awards), and (ii) the Committee may grant Full-Value Awards without the
above-described minimum vesting requirements, or may permit and authorize acceleration of vesting of Full-Value
Awards otherwise subject to the above-described minimum vesting requirements, with respect to Awards covering
five percent (5%) or fewer of the total number of Shares authorized under the Plan.
ARTICLE 6
ELIGIBILITY
6.1. GENERAL. Awards may be granted only to Eligible Participants; except that Incentive Stock
Options may be granted to only to Eligible Participants who are employees of the Company or a Parent or
Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service providers to an
Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of
service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code
Section 409A. ARTICLE 7
STOCK OPTIONS
7.1. GENERAL. The Committee is authorized to grant Options to Participants on the following terms and
conditions:
(a) EXERCISE PRICE. The exercise price per Share under an Option shall be determined by
the Committee, provided that the exercise price for any Option shall not be less than the Fair Market Value
as of the Grant Date.
(b) PROHIBITION ON REPRICING. Except as otherwise provided in Article 15, without the
prior approval of stockholders of the Company: (i) the exercise price of an Option may not be reduced,
directly or indirectly, (ii) an Option may not be cancelled in exchange for cash, other Awards, or Options or
SARs with an exercise or base price that is less than the exercise price of the original Option, or otherwise,
and (iii) the Company may not repurchase an Option for value (in cash or otherwise) from a Participant if
the current Fair Market Value of the Shares underlying the Option is lower than the exercise price per share
of the Option.
(c) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or
times at which an Option may be exercised in whole or in part, subject to Section 7.1(e). The Committee
shall also determine the performance or other conditions, if any, that must be satisfied before all or part of
an Option may be exercised or vested. The Committee may waive any exercise or vesting provisions at any
time in whole or in part based upon factors as the Committee may determine in its sole discretion so that the
Option becomes exercisable or vested at an earlier date. The Committee may permit an arrangement
whereby receipt of Stock upon exercise of an Option is delayed until a specified future date.