Eligible Participants and Types of Awards. We anticipate that the 2006 Incentive Plan will provide for the grant of
non-qualified and incentive stock options ("Options") and other stock-based awards (Options and other stock based awards are referred to herein as the "Incentive Awards") to our employees
and non-employee directors. Incentive Awards may be settled in cash or in shares or other property pursuant to the terms of the relevant Incentive Award.
Shares Available for Awards and Individual Award Limits. The number of shares of our class A common stock ("Shares")
authorized for issuance with respect to Incentive Awards granted under the 2006 Incentive Plan is estimated to be . Of those Shares, the maximum number of Shares that may be
"incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), will not exceed . Shares issued under the 2006
Incentive Plan may be either newly issued shares or treasury shares.
anticipate that the maximum number of Shares that may be covered by Incentive Awards granted under the 2006 Incentive Plan to any single participant in the 2006 Incentive Plan (a
"Participant") in any calendar year will not exceed Shares.
intend that Shares covered by Incentive Awards will only be counted as used to the extent they are actually issued and delivered to a Participant (or a Participant's permitted
transferees). Accordingly, if an Incentive Award is settled for cash or if Shares are withheld to pay the exercise price of an Option or to satisfy any tax withholding requirement in connection with
an Incentive Award, only the Shares issued (if any), net of the Shares withheld, will be deemed delivered for purposes of determining the number of Shares that remain available for delivery under the
2006 Incentive Plan. We also intend that if Shares are issued subject to conditions which may result in the forfeiture, cancellation or return of such Shares to our company, any portion of the Shares
forfeited, cancelled or returned will be treated as not issued pursuant to the 2006 Incentive Plan. We further intend that if Shares owned by a Participant (or a Participant's permitted transferees)
are tendered (either actually or through attestation) to us in payment of any obligation in connection with an Incentive Award, the number of Shares tendered will be added to the number of Shares that
are available for delivery under the 2006 Incentive Plan.
addition, we expect that if we use cash we receive in payment of the exercise price or purchase price in connection with any Incentive Award to repurchase Shares, the Shares so
repurchased will be added to the aggregate number of Shares available under the 2006 Incentive Plan. We also expect that the Shares covered by Incentive Awards granted pursuant to the 2006 Incentive
Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger will not count as used under the
2006 Incentive Plan for these purposes.
Administration. We intend that the Committee will from time to time designate those persons who will be granted Incentive
Awards and the amount, type and other terms and conditions of such Incentive Awards. We expect that the Committee will have full authority to administer the 2006 Incentive Plan, including authority to
interpret and construe any provision of the 2006 Incentive Plan and the terms of
any Incentive Award issued under it and to adopt such rules and regulations for administering the 2006 Incentive Plan, as it may deem necessary. Pursuant to this authority, on or after the date of
grant of an Incentive Award under the 2006 Incentive Plan, the Committee may (i) accelerate the date on which any such Incentive Award becomes vested, exercisable or transferable, as the case
may be; (ii) extend the term of any such Incentive Award, including, without limitation, extending the period following a termination of a Participant's employment during which any such
Incentive Award may remain outstanding; (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such Incentive Award; or (iv) provide for
the payment of dividends or dividend equivalents with respect to any such Incentive Award; provided that the Committee will not have any such authority to the extent that the grant of such authority
would cause any tax to become due under Section 409A of the Code.
addition, we expect to pay any amount payable with respect to an Incentive Award in accordance with the terms of such Incentive Award, provided that the Committee may, in its
discretion, defer the