COMMITTEE, A PARTICIPANT MAY ELECT TO DEFER RECEIPT OF AMOUNTS PAYABLE UNDER
A BONUS AWARD FOR A SPECIFIED PERIOD, OR UNTIL A SPECIFIED EVENT, SUBJECT IN
EACH CASE TO THE COMMITTEE'S APPROVAL AND IN ACCORDANCE WITH THE TERMS OF PLANS
AND ARRANGEMENTS THAT COMPLY WITH SECTION 409A THAT MAY BE ESTABLISHED FROM TIME
TO TIME.
THE BONUS AWARD FOR ANY PLAN YEAR OR SUCH SHORTER PERFORMANCE PERIOD
TO ANY PARTICIPANT MAY BE REDUCED OR ELIMINATED BY THE COMMITTEE IN ITS
DISCRETION.
(C)
TERMINATION OF EMPLOYMENT.
A PARTICIPANT SHALL NOT BE ENTITLED TO
RECEIVE PAYMENT OF A BONUS AWARD, UNLESS THE ANNUAL PERFORMANCE GOALS FOR THE
BONUS PERIOD ARE SATISFIED OR AS OTHERWISE SET FORTH IN SECTION 11, IF AT ANY
TIME PRIOR TO THE END OF THE BONUS PERIOD THE PARTICIPANT HAS A TERMINATION
EMPLOYMENT FOR ANY REASON OTHER THAN DEATH OR DISABILITY.
18
SECTION 11. CHANGE IN CONTROL PROVISIONS.
(A)
IMPACT OF EVENT.
NOTWITHSTANDING ANY OTHER PROVISION OF THE PLAN
TO THE CONTRARY, SUBJECT TO SECTION 16, UPON A CHANGE IN CONTROL:
(I)
ANY STOCK OPTIONS AND STOCK APPRECIATION RIGHTS OUTSTANDING AS OF
THE DATE OF SUCH CHANGE IN CONTROL, AND WHICH ARE NOT THEN EXERCISABLE AND
VESTED, SHALL BECOME IMMEDIATELY FULLY EXERCISABLE AND VESTED.
(II)
THE RESTRICTIONS AND DEFERRAL LIMITATIONS APPLICABLE TO ANY
RESTRICTED STOCK SHALL IMMEDIATELY LAPSE, AND SUCH RESTRICTED STOCK SHALL BECOME
FREE OF ALL RESTRICTIONS AND BECOME FULLY VESTED AND TRANSFERABLE.
(III)
ALL PERFORMANCE UNITS SHALL BE CONSIDERED TO BE IMMEDIATELY
EARNED AND PAYABLE IN FULL, AND ANY RESTRICTIONS SHALL LAPSE AND SUCH
PERFORMANCE UNITS SHALL BE SETTLED IN CASH OR SHARES OF COMMON STOCK, AS
DETERMINED BY THE COMMITTEE, AS PROMPTLY AS IS PRACTICABLE; PROVIDED, HOWEVER,
THAT WITH RESPECT TO ANY PERFORMANCE UNIT THAT CONSTITUTES A "NONQUALIFIED
DEFERRED COMPENSATION PLAN" WITHIN THE MEANING OF SECTION 409A OF THE CODE, THE
SETTLEMENT OF SUCH PERFORMANCE UNITS PURSUANT TO THIS SECTION 10(A)(III) SHALL
NOT OCCUR UNTIL THE EARLIEST OF (1) THE CHANGE IN CONTROL IF SUCH CHANGE IN
CONTROL CONSTITUTES A "CHANGE IN THE OWNERSHIP OF THE CORPORATION," A "CHANGE IN
EFFECTIVE CONTROL OF THE CORPORATION" OR A "CHANGE IN THE OWNERSHIP OF A
SUBSTANTIAL PORTION OF THE ASSETS OF THE CORPORATION," WITHIN THE MEANING OF
SECTION 409A(A)(2)(A)(V) OF THE CODE, (2) THE DATE SUCH PERFORMANCE UNITS WOULD
OTHERWISE BE SETTLED PURSUANT TO THE TERMS OF THE AWARD AGREEMENT AND (3) THE
PARTICIPANT'S "SEPARATION OF SERVICE" WITHIN THE MEANING OF SECTION 409A OF THE
CODE.
(IV)
TO THE EXTENT DETERMINED BY THE COMMITTEE, BONUS AWARDS MAY BE
PAID IN WHOLE OR IN PART TO PARTICIPANTS NOTWITHSTANDING THE ATTAINMENT OF
PERFORMANCE GOALS.
(B)
DEFINITION OF CHANGE IN CONTROL.
FOR PURPOSES OF THE PLAN, UNLESS
OTHERWISE PROVIDED IN AN OPTION AGREEMENT OR OTHER AGREEMENT RELATING TO AN
AWARD, A "CHANGE IN CONTROL" SHALL MEAN THE HAPPENING OF ANY OF THE FOLLOWING
EVENTS:
(I)
THE ACQUISITION BY ANY INDIVIDUAL ENTITY OR GROUP (WITHIN THE
MEANING OF SECTION 13(D)(3) OR 14(D)(2) OF THE EXCHANGE ACT), OTHER THAN BARRY
DILLER,