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Plan. In addition, the 2004 Performance Incentive Plan generally provides that shares issued in connection with
awards that are granted by or become obligations of the company through the assumption of awards (or in
substitution for awards) in connection with an acquisition of another company will not count against the shares
available for issuance under the 2004 Performance Incentive Plan.
Types of Awards.
The 2004 Performance Incentive Plan authorizes stock options, stock appreciation
rights, restricted stock, stock bonuses and other forms of awards granted or denominated in our common stock or
units of our common stock, as well as cash bonus awards. The 2004 Performance Incentive Plan retains
flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award
may be paid or settled in cash.
A stock option is the right to purchase shares of our common stock at a future date at a specified price per
share (the "exercise price"). The per share exercise price of an option may not be less than the fair market value
of a share of our common stock on the date of grant. The maximum term of an option is ten years from the date
of grant. An option may either be an incentive stock option or a nonqualified stock option. Incentive stock option
benefits are taxed differently from nonqualified stock options, as described under "Federal Income Tax
Consequences of Awards Under the 2004 Performance Incentive Plan" below. Incentive stock options are also
subject to more restrictive terms and are limited in amount by the U.S. Internal Revenue Code and the 2004
Performance Incentive Plan. Incentive stock options may only be granted to employees of the company or a
subsidiary.
A stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market
value of a share of our common stock on the date of exercise of the stock appreciation right over the base price of
the stock appreciation right. The base price will be established by the Administrator at the time of grant of the
stock appreciation right and cannot be less than the fair market value of a share of our common stock on the date
of grant. Stock appreciation rights may be granted in connection with other awards or independently. The
maximum term of a stock appreciation right is ten years from the date of grant.
The other types of awards that may be granted under the 2004 Performance Incentive Plan include, without
limitation, stock bonuses, restricted stock, performance stock, stock units, dividend equivalents, or similar rights
to purchase or acquire shares, and cash awards. However, dividend equivalent rights may not be granted in
connection with a stock option or stock appreciation right under the plan, and any dividends or dividend
equivalents as to the unvested portion of a restricted stock (or stock unit) award under the plan that is subject to
performance-based vesting requirements will be subject to termination and forfeiture to the same extent as the
corresponding portion of the award if the applicable performance conditions are not satisfied.
The 2004 Performance Incentive Plan generally imposes a minimum one-year vesting requirement on any
full-value awards that are subject to a performance-based vesting condition and generally requires that any other
full-value awards not vest more rapidly than in monthly installments over a three-year period, although the
Administrator may provide for accelerated vesting of awards under certain specified circumstances such as a
change of control of the company or a termination of the award holder's employment (other than for cause). In
addition, the portion of all "full-value awards" under the 2004 Performance Incentive Plan that do not meet these
vesting requirements are subject to the 5% limit described above under "Authorized Shares; Limits on Awards."
Performance-Based Awards.
The Administrator may grant awards that are intended to be performance-
based awards within the meaning of Section 162(m) of the Code. Performance-based awards are in addition to
any of the other types of awards that may be granted under the 2004 Performance Incentive Plan (including
options and stock appreciation rights which may also qualify as performance-based awards for Section 162(m)
purposes). Performance-based awards may be in the form of restricted stock, performance stock, stock units,
other rights, or cash bonus opportunities.
The vesting or payment of performance-based awards (other than options or stock appreciation rights) will
depend on the absolute or relative performance of the company on a consolidated, subsidiary, segment, division,
or business unit basis. The Administrator will establish the criterion or criteria and target(s) on which
performance will be measured. The Administrator must establish criteria and targets in advance of applicable
deadlines under the U.S. Internal Revenue Code and while the attainment of the performance targets remains
substantially uncertain. The criteria that the Administrator may use for this purpose will include one or more of
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