INTEREST RATE AND MORTALITY
ASSUMPTIONS WERE DETERMINED IMMEDIATELY PRIOR TO THE IRS'S CESSATION OF
PUBLICATION OF SUCH ASSUMPTIONS; PROVIDED, HOWEVER, THAT IF SUCH DEFINED BENEFIT
PLAN PROVIDES FOR A LUMP SUM DISTRIBUTION AND SUCH LUMP-SUM DISTRIBUTION EITHER
(X) IS THE ONLY PAYMENT METHOD AVAILABLE UNDER SUCH PLAN OR (Y) PROVIDES FOR A
GREATER AMOUNT THAN THE LUMP SUM VALUE OF THE MAXIMUM ANNUITY AVAILABLE UNDER
SUCH PLAN, THEN "LUMP SUM VALUE" SHALL MEAN SUCH LUMP SUM AMOUNT.
1.46
"MAXIMUM ANNUITY" MEANS, IN RESPECT OF A DEFINED BENEFIT PLAN
(WHETHER OR NOT QUALIFIED UNDER SECTION 401(A) OF THE CODE), AN ANNUITY COMPUTED
IN WHATEVER MANNER PERMITTED UNDER SUCH PLAN (INCLUDING FREQUENCY OF ANNUITY
PAYMENTS, ATTAINED AGE (WHETHER DETERMINED AS OF A CURRENT DATE OR AS OF A
FUTURE DATE UPON THE COMMENCEMENT OF ANNUITY PAYMENTS), AND NATURE OF SURVIVING
SPOUSE BENEFITS, IF ANY) THAT YIELDS THE GREATEST LUMP SUM VALUE.
1.47
"MORE THAN 30% OWNER" - SEE PARAGRAPH (A) OF THE DEFINITION OF
"CHANGE OF CONTROL."
1.48
"NOTICE OF CONSIDERATION" - SEE SECTION 3.3(C).
1.49
"NON-QUALIFIED PLAN" - SEE SECTION 2.4.
1.50
"NOTICE OF TERMINATION" MEANS A WRITTEN NOTICE GIVEN IN
ACCORDANCE WITH SECTION 10.8 THAT SETS FORTH (I) THE SPECIFIC TERMINATION
PROVISION IN THIS AGREEMENT RELIED ON BY THE PARTY GIVING SUCH NOTICE, (II) IN
REASONABLE DETAIL THE SPECIFIC FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A
BASIS FOR SUCH TERMINATION OF EMPLOYMENT, AND (III) IF THE TERMINATION DATE IS
OTHER THAN THE DATE OF RECEIPT OF SUCH NOTICE OF TERMINATION, THE TERMINATION
DATE.
1.51
"PERSON" MEANS ANY INDIVIDUAL, SOLE PROPRIETORSHIP, PARTNERSHIP,
JOINT VENTURE, LIMITED LIABILITY COMPANY, TRUST, UNINCORPORATED ORGANIZATION,
ASSOCIATION, CORPORATION, INSTITUTION, PUBLIC BENEFIT CORPORATION, ENTITY OR
GOVERNMENT INSTRUMENTALITY, DIVISION, AGENCY, BODY OR DEPARTMENT.
1.52
"PLANS" MEANS PLANS, PROGRAMS, OR POLICIES OF THE COMPANY.
1.53
"POLICIES" MEANS POLICIES, PRACTICES OR PROCEDURES OF THE
COMPANY.
1.54
"POST-CHANGE PERIOD" MEANS THE PERIOD COMMENCING ON THE EFFECTIVE
DATE AND ENDING ON THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE.
1.55
"POTENTIAL PARACHUTE PAYMENTS" - SEE SECTION 5.1.
1.56
"PRO-RATA ANNUAL BONUS" MEANS, IN RESPECT OF THE COMPANY'S FISCAL
YEAR DURING WHICH THE TERMINATION DATE OCCURS, AN AMOUNT EQUAL TO THE PRODUCT OF
EXECUTIVE'S TARGET ANNUAL BONUS (DETERMINED AS OF THE TERMINATION DATE)
MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH EQUALS THE NUMBER OF DAYS FROM
AND INCLUDING THE FIRST DAY OF SUCH FISCAL YEAR THROUGH AND INCLUDING THE
TERMINATION DATE, AND THE DENOMINATOR OF WHICH EQUALS 365.
6
1.57
"PRO-RATA LTIP BONUS" MEANS AN AMOUNT EQUAL TO THE SUM OF EACH OF
THE FOLLOWING AMOUNTS:
FOR EACH LTIP PERFORMANCE PERIOD THAT IS IN EFFECT AS OF
A TERMINATION DATE, EXECUTIVE'S LTIP TARGET AWARD FOR SUCH LTIP PERFORMANCE
PERIOD MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH EQUALS THE NUMBER OF
DAYS FROM AND INCLUDING THE BEGINNING OF SUCH LTIP PERFORMANCE PERIOD THROUGH
AND INCLUDING THE TERMINATION DATE, AND THE DENOMINATOR OF WHICH EQUALS THE
AGGREGATE NUMBER OF DAYS IN SUCH LTIP PERFORMANCE PERIOD.
1.58
"REFUND CLAIM" - SEE SECTION 5.6.
1.59
"REORGANIZATION