THAT THE VESTING OR EARNING OF SUCH EQUITY AWARD MAY ALSO BE
CONDITIONED UPON THE CONTINUED PERFORMANCE OF SERVICES FOR THE COMPANY GROUP.
(X)
"PERMANENT DISABILITY" MEANS THE PARTICIPANT'S INCAPACITY DUE TO
BODILY INJURY OR PHYSICAL OR MENTAL ILLNESS WHICH (1) PREVENTS THE PARTICIPANT
FROM ENGAGING IN THE FULL-TIME PERFORMANCE OF THE PARTICIPANT'S DUTIES FOR A
PERIOD OF SIX (6) CONSECUTIVE MONTHS AND (2) WILL, IN THE OPINION OF A QUALIFIED
PHYSICIAN, BE PERMANENT AND CONTINUOUS DURING THE REMAINDER OF THE PARTICIPANT'S
LIFE.
(Y)
"RELEASE" MEANS A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS
AGAINST THE COMPANY AND ITS AFFILIATES AND THEIR STOCKHOLDERS, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS SUBSTANTIALLY IN THE FORM
ATTACHED HERETO AS EXHIBIT B
6
("GENERAL RELEASE OF CLAIMS AGE 40 AND OVER"), WITH ANY MODIFICATIONS THERETO
DETERMINED BY LEGAL COUNSEL TO THE COMPANY TO BE NECESSARY OR ADVISABLE TO
COMPLY WITH APPLICABLE LAW OR TO ACCOMPLISH THE INTENT OF SECTION 8 (EXCLUSIVE
REMEDY) HEREOF.
(Z)
"SECTION 409A" MEANS SECTION 409A OF THE CODE.
(AA)
"SECTION 409A DEFERRED COMPENSATION" MEANS COMPENSATION, BENEFITS
OR ARRANGEMENTS PROVIDED BY THE PLAN OR OTHERWISE THAT CONSTITUTE OR WOULD GIVE
RISE TO DEFERRED COMPENSATION SUBJECT TO AND NOT EXEMPTED FROM THE REQUIREMENTS
OF SECTION 409A.
(BB)
"SEPARATION FROM SERVICE" MEANS A SEPARATION FROM SERVICE WITHIN
THE MEANING OF SECTION 409A.
(CC)
"SERVICE-BASED EQUITY AWARD" MEANS AN EQUITY AWARD THE VESTING OR
EARNING OF WHICH IS CONDITIONED SOLELY UPON THE CONTINUED PERFORMANCE OF
SERVICES FOR THE COMPANY GROUP.
(DD)
"SPECIFIED EMPLOYEE" MEANS A SPECIFIED EMPLOYEE WITHIN THE MEANING
OF SECTION 409A.
(EE)
"SUCCESSOR" MEANS ANY SUCCESSOR IN INTEREST TO SUBSTANTIALLY ALL OF
THE BUSINESS AND/OR ASSETS OF THE COMPANY.
(FF)
"TARGET BONUS RATE" MEANS, WITH RESPECT TO THE PARTICIPANT'S
INVOLUNTARY TERMINATION ABSENT A CHANGE IN CONTROL, THE QUOTIENT DETERMINED BY
DIVIDING THE FOLLOWING AMOUNT BY TWELVE (12):
THE AGGREGATE OF ALL ANNUAL
INCENTIVE BONUSES THAT WOULD BE EARNED BY THE PARTICIPANT AT THE PARTICIPANT'S
ANNUAL INCENTIVE BONUS TARGET RATE (ASSUMING ATTAINMENT OF 100% OF ALL
APPLICABLE PERFORMANCE GOALS) UNDER THE TERMS OF THE PROGRAMS, PLANS OR
AGREEMENTS PROVIDING FOR SUCH BONUSES IN WHICH THE PARTICIPANT WAS PARTICIPATING
FOR THE FISCAL YEAR OF THE PARTICIPANT'S INVOLUNTARY TERMINATION ABSENT A CHANGE
IN CONTROL (WITHOUT GIVING EFFECT TO ANY REDUCTION IN THE PARTICIPANT'S ANNUAL
INCENTIVE BONUS TARGET RATE CONSTITUTING GOOD REASON); PROVIDED, HOWEVER, THAT
FOR THE PURPOSES OF THIS DEFINITION, "ANNUAL INCENTIVE BONUSES" SHALL NOT
INCLUDE SIGNING BONUSES, RETENTION BONUSES OR OTHER NONRECURRING CASH AWARDS
THAT ARE NOT PART OF AN ANNUAL INCENTIVE BONUS PROGRAM.
2.2
CONSTRUCTION.
THE COMPANY INTENDS THAT ALL PAYMENTS AND BENEFITS
PROVIDED BY THIS PLAN BE EXEMPT FROM OR COMPLY WITH ALL APPLICABLE REQUIREMENTS
OF SECTION 409A, AND ANY AMBIGUITIES IN THE PLAN SHALL BE CONSTRUED IN A MANNER
CONSISTENT WITH SUCH INTENT.
CAPTIONS AND TITLES CONTAINED HEREIN ARE FOR
CONVENIENCE ONLY AND SHALL NOT AFFECT THE MEANING OR INTERPRETATION OF ANY
PROVISION OF THE PLAN.
EXCEPT WHEN OTHERWISE INDICATED BY THE CONTEXT, THE
SINGULAR SHALL INCLUDE THE