THE APPROPRIATE FORM ATTACHED HERETO AS EXHIBIT B, 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 HEREOF.
(V)
"RESTRICTED STOCK" MEANS ANY SHARES OF THE
CAPITAL STOCK OF THE COMPANY OR OF ANY OTHER MEMBER OF THE COMPANY GROUP GRANTED
TO A PARTICIPANT BY THE COMPANY OR ANY OTHER COMPANY GROUP MEMBER OR ACQUIRED
UPON THE EXERCISE OF AN OPTION, WHETHER SUCH SHARES ARE GRANTED OR ACQUIRED
BEFORE OR AFTER A CHANGE IN CONTROL, INCLUDING ANY SHARES ISSUED IN EXCHANGE FOR
ANY SUCH SHARES BY A SUCCESSOR OR ANY OTHER MEMBER OF THE COMPANY GROUP.
(W)
"SUBSTANTIVE FUNCTIONAL EQUIVALENT" MEANS AN
EMPLOYMENT POSITION OCCUPIED BY A PARTICIPANT AFTER A CHANGE IN CONTROL THAT:
(1)
IS IN A SUBSTANTIVE AREA OF COMPETENCE
(SUCH AS, ACCOUNTING, EXECUTIVE MANAGEMENT, FINANCE, HUMAN RESOURCES, MARKETING,
SALES AND SERVICE, OR OPERATIONS, ETC.) THAT IS CONSISTENT WITH THE
PARTICIPANT'S EXPERIENCE AND NOT MATERIALLY DIFFERENT FROM THE POSITION OCCUPIED
BY THE PARTICIPANT IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL;
(2)
ALLOWS THE PARTICIPANT TO SERVE IN A ROLE
AND PERFORM DUTIES THAT ARE FUNCTIONALLY EQUIVALENT TO THOSE PERFORMED
IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL (SUCH AS BUSINESS UNIT EXECUTIVE WITH
PROFIT AND LOSS RESPONSIBILITY, PRODUCT LINE MANAGER, MARKETING STRATEGIST,
GEOGRAPHIC SALES MANAGER, EXECUTIVE OFFICER, ETC.); AND
(3)
DOES NOT OTHERWISE CONSTITUTE A MATERIAL,
ADVERSE CHANGE IN THE PARTICIPANT'S RESPONSIBILITIES OR DUTIES, AS MEASURED
AGAINST THE PARTICIPANT'S RESPONSIBILITIES OR DUTIES PRIOR TO THE CHANGE IN
CONTROL, CAUSING IT TO BE OF MATERIALLY LESSER RANK OR RESPONSIBILITY WITHIN THE
COMPANY OR AN EQUIVALENT BUSINESS UNIT OF ITS PARENT.
(X)
"SUCCESSOR" MEANS ANY SUCCESSOR IN
INTEREST TO SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY.
(Y)
"TERMINATION UPON A CHANGE IN CONTROL" MEANS
THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS:
(1)
TERMINATION BY THE COMPANY GROUP OF THE
PARTICIPANT'S EMPLOYMENT FOR ANY REASON OTHER THAN CAUSE DURING THE CHANGE IN
CONTROL PERIOD; OR
4
(2)
THE PARTICIPANT'S RESIGNATION FOR GOOD
REASON DURING THE CHANGE IN CONTROL PERIOD FROM ALL CAPACITIES IN WHICH THE
PARTICIPANT IS THEN RENDERING SERVICE TO THE COMPANY GROUP;
provided, however, that Termination Upon a Change in Control shall not include
any termination of the Participant's employment which is (i) for Cause, (ii) a
result of the Participant's death or Disability, or (iii) a result of the
Participant's voluntary termination of employment other than for Good Reason.
2.2
CONSTRUCTION.
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 PLURAL AND THE PLURAL SHALL INCLUDE
THE SINGULAR.
USE OF THE TERM "OR" IS NOT INTENDED TO BE EXCLUSIVE, UNLESS THE
CONTEXT CLEARLY REQUIRES OTHERWISE.
3.
Eligibility
The Board or Committee shall designate those Executive Officers and Key
Employees who shall be eligible to become Participants in the