SERVICE
TERMINATES, UNLESS -
(I)
THE PARTICIPANT HAS PROPERLY ELECTED A DIFFERENT FORM OF
DISTRIBUTION, ON A FORM APPROVED BY THE COMMITTEE, THAT PERMITS THE PARTICIPANT
TO SELECT ANY COMBINATION
11
OF A LUMP SUM AND ANNUAL INSTALLMENTS THAT ARE COMPLETED WITHIN TEN YEARS
FOLLOWING TERMINATION OF THE PARTICIPANT'S CONTINUOUS SERVICE, AND
(II)
THE COMPANY RECEIVED THE PARTICIPANT'S DISTRIBUTION ELECTION FORM
AT THE TIME THE PARTICIPANT ELECTS TO DEFER THE RECEIPT OF CASH OR OTHER
COMPENSATION PURSUANT TO SECTION 9(A), PROVIDED THAT SUCH ELECTION MAY BE
CHANGED THROUGH ANY SUBSEQUENT ELECTION THAT (I) IS DELIVERED TO THE COMPANY AT
LEAST ONE YEAR BEFORE THE DATE ON WHICH DISTRIBUTIONS ARE OTHERWISE SCHEDULED TO
COMMENCE PURSUANT TO THE PARTICIPANT'S ELECTION, AND (II) DEFERS THE
COMMENCEMENT OF DISTRIBUTIONS BY AT LEAST FIVE YEARS FROM THE ORIGINALLY
SCHEDULED COMMENCEMENT DATE.
Fractional shares shall not be issued, and instead shall be paid out in cash.
(D)
CREDITING OF DIVIDENDS.
WHENEVER SHARES ARE ISSUED TO A
PARTICIPANT PURSUANT TO SECTION 9(C) ABOVE, SUCH PARTICIPANT SHALL ALSO BE
ENTITLED TO RECEIVE, WITH RESPECT TO EACH SHARE ISSUED, A NUMBER OF SHARES EQUAL
TO THE SUM OF (I) ANY STOCK DIVIDENDS, WHICH WERE DECLARED AND PAID TO THE
HOLDERS OF SHARES BETWEEN THE GRANT DATE AND THE DATE SUCH SHARE IS ISSUED, AND
(II) A NUMBER OF SHARES EQUAL TO THE SHARES THAT THE PARTICIPANT COULD HAVE
PURCHASED AT FAIR MARKET VALUE ON THE PAYMENT DATE OF ANY CASH DIVIDENDS FOR
SHARES IF THE PARTICIPANT HAD RECEIVED SUCH CASH DIVIDENDS BETWEEN THE GRANT
DATE AND THE SETTLEMENT DATE FOR THE DEFERRED SHARE UNITS.
(E)
EMERGENCY WITHDRAWALS.
IN THE EVENT A PARTICIPANT SUFFERS AN
UNFORESEEABLE EMERGENCY WITHIN THE CONTEMPLATION OF THIS SECTION AND
SECTION 409A OF THE CODE, THE PARTICIPANT MAY APPLY TO THE COMPANY FOR AN
IMMEDIATE DISTRIBUTION OF ALL OR A PORTION OF THE PARTICIPANT'S DEFERRED SHARE
UNITS.
THE UNFORESEEABLE EMERGENCY MUST RESULT FROM A SUDDEN AND UNEXPECTED
ILLNESS OR ACCIDENT OF THE PARTICIPANT, THE PARTICIPANT'S SPOUSE, OR A DEPENDENT
(WITHIN THE MEANING OF SECTION 152(A) OF THE CODE) OF THE PARTICIPANT, CASUALTY
LOSS OF THE PARTICIPANT'S PROPERTY, OR OTHER SIMILAR EXTRAORDINARY AND
UNFORESEEABLE CONDITIONS BEYOND THE CONTROL OF THE PARTICIPANT.
EXAMPLES OF
PURPOSES WHICH ARE NOT CONSIDERED UNFORESEEABLE EMERGENCIES INCLUDE
POST-SECONDARY SCHOOL EXPENSES OR THE DESIRE TO PURCHASE A RESIDENCE.
IN NO
EVENT WILL A DISTRIBUTION BE MADE TO THE EXTENT THE UNFORESEEABLE EMERGENCY
COULD BE RELIEVED THROUGH REIMBURSEMENT OR COMPENSATION BY INSURANCE OR
OTHERWISE, OR BY LIQUIDATION OF THE PARTICIPANT'S NONESSENTIAL ASSETS TO THE
EXTENT SUCH LIQUIDATION WOULD NOT ITSELF CAUSE A SEVERE FINANCIAL HARDSHIP.
THE
AMOUNT OF ANY DISTRIBUTION HEREUNDER SHALL BE LIMITED TO THE AMOUNT NECESSARY TO
RELIEVE THE PARTICIPANT'S UNFORESEEABLE EMERGENCY PLUS AMOUNTS NECESSARY TO PAY
TAXES REASONABLY ANTICIPATED AS A RESULT OF THE DISTRIBUTION.
THE COMMITTEE
SHALL DETERMINE WHETHER A PARTICIPANT HAS A QUALIFYING UNFORESEEABLE EMERGENCY
AND THE AMOUNT WHICH QUALIFIES FOR DISTRIBUTION, IF ANY.
THE COMMITTEE MAY
REQUIRE EVIDENCE OF THE PURPOSE AND AMOUNT OF THE NEED, AND MAY