PARTICIPANT'S TARGET AGGREGATE BONUS FOR SUCH BONUS PERIOD IN SHARES OF COMMON
STOCK IN LIEU OF CASH.
THE AMOUNT OF THE BONUS AWARD TO BE PAID PURSUANT TO
THIS SECTION 6 TO A PARTICIPANT WHO IS EMPLOYED BY AN AFFILIATE SHALL BE PAID IN
ONE LUMP SUM CASH PAYMENT BY THE AFFILIATE THAT EMPLOYS THE PARTICIPANT EXCEPT
THAT THE AFFILIATE, IN ITS SOLE DISCRETION, MAY ELECT TO PAY PART OR ALL OF THE
AMOUNT OF THE BONUS AWARD PAYABLE TO SUCH PARTICIPANT IN SHARES OF COMMON
7
STOCK IN LIEU OF CASH.
IN THE EVENT PART OR ALL OF ANY BONUS AWARD IS TO BE
PAID IN SHARES OF COMMON STOCK, THE NUMBER OF SHARES TO BE DELIVERED SHALL BE
EQUAL TO THE DOLLAR AMOUNT OF THE BONUS AWARD OTHERWISE PAYABLE DIVIDED BY THE
CLOSING PRICE OF A SHARE OF COMMON STOCK ON THE LAST TRADING DAY IMMEDIATELY
BEFORE THE DATE OF THE DISTRIBUTION.
SHARES OF COMMON STOCK TO BE DELIVERED
UNDER THIS PLAN MAY BE PAID UNDER THE 2006 EQUITY AND CASH INCENTIVE PLAN OR
UNDER ANY OTHER PLAN UNDER WHICH SHARES OF COMMON STOCK ARE OTHERWISE AVAILABLE.
6.4
TAXES; WITHHOLDING.
TO THE EXTENT REQUIRED BY LAW, THE EMPLOYER
SHALL WITHHOLD FROM ALL DISTRIBUTIONS MADE HEREUNDER ANY AMOUNT REQUIRED TO BE
WITHHELD BY FEDERAL AND STATE OR LOCAL GOVERNMENT OR OTHER APPLICABLE LAWS. EACH
PARTICIPANT SHALL BE RESPONSIBLE FOR SATISFYING IN CASH OR CASH EQUIVALENT
ACCEPTABLE TO THE COMPANY ANY INCOME AND EMPLOYMENT TAX WITHHOLDINGS APPLICABLE
TO ANY DISTRIBUTION TO THE PARTICIPANT UNDER THE PLAN. THE COMPANY, TO THE
EXTENT APPLICABLE LAW PERMITS, MAY PERMIT THE PARTICIPANT TO PAY APPLICABLE TAX
WITHHOLDINGS BY WITHHOLDING SHARES OF COMMON STOCK THAT THE PARTICIPANT
OTHERWISE WOULD RECEIVE UPON THE DISTRIBUTION BUT ONLY TO SATISFY THE
PARTICIPANT'S MINIMUM REQUIRED TAX WITHHOLDINGS.
7.
CHANGE IN CONTROL
7.1
PAYMENT AFTER A CHANGE IN CONTROL.
IF AT ANY TIME AFTER A CHANGE
IN CONTROL OCCURS THE PARTICIPANT'S EMPLOYMENT WITH ALL EMPLOYERS IS TERMINATED
BY AN EMPLOYER FOR ANY REASON OTHER THAN CAUSE, DEATH OR DISABILITY, THEN, THE
PARTICIPANT SHALL BE ENTITLED TO RECEIVE FOR THE BONUS PERIOD THAT INCLUDES THE
DATE OF THE PARTICIPANT'S TERMINATION OF EMPLOYMENT THE GREATER OF (I) THE
PARTICIPANT'S TARGET AGGREGATE BONUS FOR THE BONUS PERIOD OR (II) THE BONUS
AWARD THAT WOULD RESULT BASED ON THE EMPLOYER'S ESTIMATE OF THE BONUS AWARD THAT
IS REASONABLY LIKELY TO BE PAYABLE FOR THE ENTIRE BONUS PERIOD TAKING INTO
ACCOUNT THE CORPORATE PERFORMANCE OBJECTIVES ACHIEVED DURING THE BONUS PERIOD
THROUGH THE TIME OF THE PARTICIPANT'S TERMINATION OF EMPLOYMENT (ANNUALIZED OR
OTHERWISE FORECASTED FOR THE ENTIRE BONUS PERIOD CONSIDERING PROGRESS TOWARDS
GOALS AND THE PORTION OF THE BONUS PERIOD PRECEDING THE PARTICIPANT'S
TERMINATION OF EMPLOYMENT COMPARED TO THE ENTIRE BONUS PERIOD), CALCULATED ON
THE SAME BASIS AS OTHER SIMILARLY-SITUATED PARTICIPANTS, EXCEPT THAT THE BONUS
AWARD FOR THAT BONUS PERIOD SHALL BE BASED SOLELY UPON THE PARTICIPANT'S
COMPENSATION FOR THAT BONUS PERIOD THROUGH THE TIME OF TERMINATION OF
EMPLOYMENT, PROVIDED HOWEVER THAT PARTICIPANT SHALL ONLY