(j) Other Benefits. No compensation or benefit awarded <strong>to</strong> or realized by any Participant underthe Plan shall be included <strong>for</strong> the purpose of computing such Participant’s compensation under anycompensation-based retirement, disability, or similar plan of the Company unless required by law orotherwise provided by such other plan.(k) No Fractional Sh<strong>are</strong>s. No fractional Sh<strong>are</strong>s shall be issued or delivered pursuant <strong>to</strong> the Planor any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractionalSh<strong>are</strong>s or whether such fractional Sh<strong>are</strong>s or any rights there<strong>to</strong> shall be canceled, terminated orotherwise eliminated.(l) Headings. Headings <strong>are</strong> given <strong>to</strong> the Sections and subsections of the Plan solely as aconvenience <strong>to</strong> facilitate reference. Such headings shall not be deemed in any way material or relevant<strong>to</strong> the construction or interpretation of the Plan or any provision thereof.(m) Section 16 Compliance; Section 162(m) Administration. The Plan is intended <strong>to</strong> comply inall respects with Rule 16b-3 or any successor provision, as in effect from time <strong>to</strong> time, and in allevents the Plan shall be construed in accordance with the requirements of Rule 16b-3. If any Planprovision does not comply with Rule 16b-3 as hereafter amended or interpreted, the provision shall bedeemed inoperative. The Board, in its absolute discretion, may bifurcate the Plan so as <strong>to</strong> restrict, limi<strong>to</strong>r condition the <strong>us</strong>e of any provision of the Plan with respect <strong>to</strong> persons who <strong>are</strong> officers or direc<strong>to</strong>rssubject <strong>to</strong> Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan withrespect <strong>to</strong> other Eligible Individuals. The Company intends that all S<strong>to</strong>ck Options and S<strong>to</strong>ckAppreciation Rights granted under the Plan <strong>to</strong> individuals who <strong>are</strong> or who the Committee believes willbe Covered Employees will constitute ‘‘qualified per<strong>for</strong>mance-based compensation’’ within the meaningof Section 162(m) of the Code.(n) Conditions Precedent <strong>to</strong> Issuance of Sh<strong>are</strong>s. Sh<strong>are</strong>s shall not be issued pursuant <strong>to</strong> theexercise or payment of the Exercise Price or purchase price relating <strong>to</strong> an Award unless such exerciseor payment and the issuance and delivery of such Sh<strong>are</strong>s pursuant there<strong>to</strong> shall comply with allrelevant provisions of law, including, without limitation, the Securities Act of 1933, as amended fromtime <strong>to</strong> time, the Exchange Act, the rules and regulations promulgated thereunder, the requirements ofany applicable s<strong>to</strong>ck exchange and the Delaw<strong>are</strong> General Corporation Law. As a condition <strong>to</strong> theexercise or payment of the Exercise Price or purchase price relating <strong>to</strong> such Award, the Company mayrequire that the person exercising or paying the Exercise Price or purchase price represent and warrantthat the Sh<strong>are</strong>s <strong>are</strong> being purchased only <strong>for</strong> investment and without any present intention <strong>to</strong> sell ordistribute such Sh<strong>are</strong>s if, in the opinion of counsel <strong>for</strong> the Company, such a representation andwarranty is required by law.(o) Con<strong>for</strong>mance <strong>to</strong> Section 409A of the Code. To the extent that any Per<strong>for</strong>mance Awardsotherwise constitute deferred compensation subject <strong>to</strong> Section 409A of the Code, the acceleration ofthe payment of such awards upon a Change in Control of the Company as provided under the Planshall occur only if the Change in Control satisfies the definition in effect under Section 409A of theCode, as determined in the good-faith opinion of the Committee. Furthermore, <strong>to</strong> the extent that anyother payment under the Plan is considered <strong>to</strong> be deferred compensation subject <strong>to</strong> Section 409A ofthe Code, if the provisions of the plan fail <strong>to</strong> satisfy the requirements of Section 409A(2), (3) or (4) ofthe Code with respect <strong>to</strong> such payment, such provisions shall be applied in operation in a manner that,in the good-faith opinion of the Committee, bring the provision in<strong>to</strong> compliance with thoserequirements while preserving as closely as possible the original intent of the provision. The Company(including any successor) shall provide subsequent amendments <strong>to</strong> the Plan if and as necessary <strong>to</strong>con<strong>for</strong>m the terms of the Plan <strong>to</strong> any such operational modifications with the intent being <strong>to</strong> adopt allnecessary amendments by December 31, <strong>2006</strong>, or such other date required under guidance issuedunder Section 409A of the Code.B-12
SECTION 11. Effective Date of PlanUpon its adoption by the Board, the Plan shall be submitted <strong>for</strong> approval by the s<strong>to</strong>ckholders ofthe Company and shall be effective as of the date of such approval (the ‘‘Effective Date’’).SECTION 12. Term of the PlanThe Plan will terminate on the tenth anniversary of the Effective Date or any earlier date ofdiscontinuation or termination established pursuant <strong>to</strong> Section 9 of the Plan. However, unlessotherwise expressly provided in the Plan or in an applicable Award Agreement, any Award there<strong>to</strong><strong>for</strong>egranted may extend beyond such date, and the authority of the Committee provided <strong>for</strong> hereunderwith respect <strong>to</strong> the Plan and any Awards, and the authority of the Board <strong>to</strong> amend the Plan, shallextend beyond the termination of the Plan.B-13
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