NOT ENTITIES AFFILIATED WITH THE
QUADRANGLE PARTIES, AN AGGREGATE OF AT LEAST 60% OF THE AGGREGATE NUMBER OF
SHARES, ADJUSTED IN ACCORDANCE WITH SECTION 3(B)(I) BELOW, OF STOCK OWNED BY THE
QUADRANGLE PARTIES, AS A GROUP, ON THE CLOSING DATE.
(S)
"QUALIFYING TERMINATION" MEANS TERMINATION
OF A PARTICIPANT'S EMPLOYMENT WITH THE COMPANY OR A SUBSIDIARY (I) BY THE
PARTICIPANT FOR GOOD REASON, (II) BY THE COMPANY WITHOUT CAUSE OR (III) BY
REASON OF A SALE OF THE SUBSIDIARY EMPLOYING THE PARTICIPANT.
(T)
"REDEMPTION PRICE" MEANS THE AMOUNT, IF
ANY, BY WHICH THE EXIT PRICE EXCEEDS THE BASE PRICE.
(U)
"SAR" MEANS A STOCK APPRECIATION RIGHT
GRANTED UNDER THE PLAN.
(V)
"STOCK" MEANS THE COMMON STOCK, PAR VALUE
$0.01 PER SHARE, OF THE COMPANY.
(W)
"SUBSIDIARY" MEANS A CORPORATION THAT IS A
"SUBSIDIARY CORPORATION" OF THE COMPANY AS THAT TERM IS DEFINED IN SECTION 424
OF THE CODE.
3.
GRANT AND ADJUSTMENT OF SARS
(A)
EFFECTIVE AS OF THE CLOSING DATE, THE
COMMITTEE SHALL GRANT 99,809,187 SARS (ON A PRE-REVERSE STOCK SPLIT BASIS) TO
KEY EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES, AS DETERMINED IN CONSULTATION
WITH THE COMPANY'S CHIEF EXECUTIVE OFFICER.
NO ADDITIONAL SARS MAY BE GRANTED
UNDER THE PLAN; PROVIDED, THAT FROM AND AFTER THE CLOSING DATE
2
AND PRIOR TO THE VESTING AND PAYMENT OF OUTSTANDING SARS, ANY SARS FORFEITED BY
PARTICIPANTS PURSUANT TO SECTION 4(C) SHALL BE REALLOCATED TO OTHER
PARTICIPANTS, AS DETERMINED BY THE HIGHEST-RANKING EMPLOYEE PARTICIPANT AT SUCH
TIME, SUBJECT TO APPROVAL BY THE COMMITTEE, SUCH APPROVAL NOT TO BE UNREASONABLY
WITHHELD.
(B)
THE NUMBER OF SARS AWARDED TO ANY
PARTICIPANT, THE BASE PRICE AND EXIT PRICE OF SARS SO AWARDED, AND THE
PROVISIONS OF THE PLAN AFFECTING THE VALUE OF OUTSTANDING SARS (I) SHALL BE
EQUITABLY ADJUSTED OR MODIFIED AS NECESSARY TO PRESERVE THE INTENDED ECONOMIC
BENEFIT OF THE ORIGINAL GRANT IN THE EVENT THAT THERE IS A STOCK SPLIT, REVERSE
STOCK SPLIT, STOCK DIVIDEND, RECAPITALIZATION, RECLASSIFICATION, ADDITIONAL
ISSUANCE OR OTHER SIMILAR CAPITAL ADJUSTMENT OF THE STOCK EFFECTED WITHOUT THE
RECEIPT OF CONSIDERATION, AND (II) MAY BE ADJUSTED OR MODIFIED AT THE REASONABLE
GOOD FAITH DISCRETION OF THE COMMITTEE IN THE EVENT THAT THERE IS (A) A MERGER,
CONSOLIDATION, SPIN-OFF, SPLIT-UP, OR OTHER SIMILAR CORPORATE TRANSACTION WITH
RESPECT TO THE COMPANY, OR (B) ANY OTHER EVENT FOR WHICH THE COMMITTEE, IN ITS
SOLE DISCRETION, DETERMINES THAT SUCH ADJUSTMENT OR MODIFICATION IS APPROPRIATE
AND EQUITABLE TO PREVENT INAPPROPRIATE PENALTIES OR WINDFALLS WITH RESPECT TO
THE TERMS OF THE PLAN OR ITS APPLICABILITY TO ANY PARTICIPANT.
4.
VESTING AND PAYMENT.
(A)
SARS SHALL VEST AND BECOME PAYABLE ONLY
UPON (I) A QUALIFIED SALE, IF SUCH QUALIFIED SALE QUALIFIES AS A PERMISSIBLE
DISTRIBUTION EVENT, (II) IF A QUALIFIED SALE OCCURS PRIOR TO THE SIXTH
ANNIVERSARY OF THE CLOSING DATE AND DOES NOT QUALIFY AS A PERMISSIBLE
DISTRIBUTION EVENT, THE EARLIER OF (A) THE SIXTH ANNIVERSARY OF THE CLOSING DATE
AND (B) A PERMISSIBLE DISTRIBUTION EVENT, IF SUCH PERMISSIBLE DISTRIBUTION EVENT
OCCURS ON OR AFTER THE QUALIFIED