IN THE EVENT OF THE PARTICIPANT'S DEATH, HIS OR HER BENEFICIARY AS DETERMINED
PURSUANT TO SUBSECTION (L) OF THIS SECTION 5) NO LATER THAN MARCH 31 OF THE
CALENDAR YEAR NEXT FOLLOWING THE LAST DAY OF THE PERFORMANCE CYCLE.
THE
COMMITTEE MUST CERTIFY IN WRITING PRIOR TO THE PAYMENT OF ANY AWARD FOR A
PERFORMANCE CYCLE THAT THE PERFORMANCE GOALS AND OTHER MATERIAL TERMS OF THE
AWARD WERE IN FACT SATISFIED.
FOR PURPOSES OF THIS SECTION 5, A PARTICIPANT SHALL BE DEEMED TO HAVE A
"DISABILITY" IF THE PARTICIPANT HAS APPLIED FOR AND IS RECEIVING BENEFITS UNDER
THE FEDERAL SOCIAL SECURITY ACT OR UNDER A COMPANY-SPONSORED LONG-TERM
DISABILITY PLAN.
FOR PURPOSES OF THIS SECTION 5, "RETIREMENT" MEANS THE TERMINATION OF THE
PARTICIPANT'S EMPLOYMENT EITHER (I) ON OR AFTER ATTAINMENT OF AGE 55 AND
COMPLETION OF 5 FULL YEARS OF SERVICE WITH THE COMPANY AND ITS SUBSIDIARIES OR
(II) ON OR AFTER ATTAINMENT OF AGE 65.
FOR PURPOSES OF THIS SECTION 5, "CAUSE" MEANS (I) ACTION BY THE PARTICIPANT
INVOLVING FRAUD, THEFT, EMBEZZLEMENT OR SIMILAR DISHONEST CONDUCT TOWARDS THE
COMPANY, (II) CONVICTION OF A FELONY (INCLUDING, WITHOUT LIMITATION, ANY
VIOLATION OF THE FOREIGN CORRUPT PRACTICES ACT), WHETHER OR NOT JOB-RELATED,
(III) CONDUCT IN THE PERFORMANCE OF THE PARTICIPANT'S EMPLOYMENT WHICH THE
PARTICIPANT KNOWS OR SHOULD (EITHER AS A RESULT OF A PRIOR WRITTEN WARNING BY
THE COMPANY OR THE FLAGRANT NATURE OF THE CONDUCT) KNOW VIOLATES APPLICABLE LAW
OR CAUSES THE COMPANY TO VIOLATE APPLICABLE LAW IN A MATERIAL WAY, INCLUDING
WITHOUT LIMITATION STATE, FEDERAL OR OTHER PUBLIC PROCUREMENT REGULATIONS,
(IV) ANY PERSONAL MISCONDUCT BY THE PARTICIPANT WHICH CAUSES THE COMPANY TO
VIOLATE ANY STATE OR FEDERAL LAW RELATING TO THE WORKPLACE ENVIRONMENT
(INCLUDING, WITHOUT LIMITATION, LAWS RELATING TO SEXUAL HARASSMENT OR AGE, SEX
OR OTHER PROHIBITED DISCRIMINATION) OR ANY MATERIAL VIOLATION BY THE PARTICIPANT
OF ANY WRITTEN POLICY OF THE COMPANY OR ANY SUCCESSOR ENTITY ADOPTED IN RESPECT
OF ANY OF THE FOREGOING, (V) THE PARTICIPANT'S HABITUAL DRUNKENNESS OR ANY
SUBSTANCE ABUSE WHICH AFFECTS THE PERFORMANCE OF THE PARTICIPANT'S JOB
RESPONSIBILITIES (VI) THE PARTICIPANT'S CONVICTION FOR ILLEGAL USE OF DRUGS,
(VII) REFUSAL BY THE PARTICIPANT TO FOLLOW ANY LAWFUL WRITTEN DIRECTIVE OF THE
BOARD OF DIRECTORS, PROVIDED COMPLIANCE WITH SUCH INSTRUCTIONS WAS WITHIN THE
SCOPE OF THE PARTICIPANT'S DUTIES, OR THE PARTICIPANT OTHERWISE REFUSES TO
PERFORM HIS DUTIES (VIII) GROSS NEGLIGENCE IN THE PERFORMANCE OF PARTICIPANT'S
JOB RESPONSIBILITIES, (IX) VIOLATION BY THE PARTICIPANT OF THE CONFIDENTIALITY
OR NON-COMPETITION PROVISIONS OF THE COMPANY, OR (X) ANY OTHER MATERIAL
VIOLATION BY THE PARTICIPANT OF HIS EMPLOYMENT AGREEMENT, IF ANY.
FOR PURPOSES OF THIS SECTION 5, "BENEFICIARY" SHALL MEAN THE PERSON, PERSONS,
TRUST OR TRUSTS WHICH HAS BEEN DESIGNATED BY THE PARTICIPANT IN HIS OR HER MOST
RECENT WRITTEN BENEFICIARY DESIGNATION FILED WITH THE COMMITTEE TO RECEIVE THE
BENEFITS SPECIFIED UNDER THE PLAN UPON THE DEATH OF THE PARTICIPANT, OR IF THERE
IS NO DESIGNATED BENEFICIARY OR SURVIVING DESIGNATED BENEFICIARY, THEN THE
PARTICIPANT'S BENEFICIARY SHALL BE THE PERSON, PERSONS, TRUST OR TRUSTS ENTITLED