Common use of Special Provisions Applicable to Options and SARs Granted to Covered Employees Clause in Contracts

Special Provisions Applicable to Options and SARs Granted to Covered Employees. In order for the full value of Options and SARs granted to Covered Employees to be deductible by the Company for federal income tax purposes, the Company may intend for such Options and SARs to be treated as “qualified performance-based compensation” as described in Treas. Reg. ss.1.162-27(e) (or any successor regulation). In such case, Options and SARs granted to Covered Employees shall be subject to the following additional requirements: (a) such Options and SARs shall be granted only by the Committee; and (b) the exercise price of such Options and the gxxxx xxxxx of such SARs granted shall in no event be less than the fair market value of the Common Stock as of the date of grant of such Options or SARs, determined in accordance with Section 6.1(c) hereof.

Special Provisions Applicable to Options and SARs Granted to Covered Employees. In order for the full value of Options and SARs granted to Covered Employees to be deductible by the Company for federal income tax purposes, the Company may intend for such Options and SARs to be treated as “"qualified performance-based compensation” " as described in Treas. Reg. ss.1.162-27(e) (or any successor regulation). In such case, Options and SARs granted to Covered Employees shall be subject to the following additional requirements: (a) such Options and SARs shall be granted only by the Committee; and (b) the exercise price of such Options and the gxxxx xxxxx xxxxx of such SARs granted shall in no event be less than the fair market value of the Common Stock as of the date of grant of such Options or SARs, determined in accordance with Section 6.1(c) hereof.