WITH RESPECT TO
ANY AWARD THAT IS SUBJECT TO CODE SECTION 409A, THE DATE ON WHICH THE
CORPORATION AND THE AWARD RECIPIENT REASONABLY ANTICIPATE A PERMANENT REDUCTION
IN THE LEVEL OF BONA FIDE SERVICES PERFORMED BY THE AWARD RECIPIENT FOR THE
CORPORATION OR ANY AFFILIATE TO 20% OR LESS OF THE AVERAGE LEVEL OF BONA FIDE
SERVICES PERFORMED BY THE AWARD RECIPIENT FOR THE CORPORATION OR ANY AFFILIATE
(WHETHER AS AN EMPLOYEE OR AN INDEPENDENT CONTRACTOR) IN THE IMMEDIATELY
PRECEDING THIRTY-SIX (36) MONTHS (OR THE FULL PERIOD OF SERVICE TO THE
CORPORATION AND ANY AFFILIATE IF THE AWARD RECIPIENT HAS BEEN PROVIDING SERVICES
TO THE CORPORATION AND ITS AFFILIATES FOR LESS THAN THIRTY-SIX (36) MONTHS).
THE DETERMINATION OF WHETHER A SEPARATION FROM SERVICE HAS OCCURRED SHALL BE
MADE BY THE PLAN ADMINISTRATOR IN ACCORDANCE WITH THE PROVISIONS OF CODE
SECTION 409A AND THE REGULATIONS PROMULGATED THEREUNDER.
II.
"SHARE" MEANS A SHARE OF COMMON STOCK,
$5.00 PAR VALUE, OF THE CORPORATION OR SUCH OTHER SECURITIES OR PROPERTY AS MAY
BECOME SUBJECT TO AWARDS PURSUANT TO AN ADJUSTMENT MADE UNDER SECTION 3(D) OF
THE PLAN.
JJ.
"SPECIFIED EMPLOYEE" MEANS A KEY EMPLOYEE
OF THE CORPORATION AS DEFINED IN CODE SECTION 416(I) WITHOUT REGARD TO PARAGRAPH
(5) THEREOF.
THE DETERMINATION OF WHETHER AN AWARD RECIPIENT IS A SPECIFIED
EMPLOYEE SHALL BE MADE BY THE COMMITTEE AS OF THE SPECIFIED EMPLOYEE
IDENTIFICATION DATE ADOPTED BY THE
5
CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF CODE SECTION 409A AND THE
REGULATIONS PROMULGATED THEREUNDER.
KK.
"STOCK APPRECIATION RIGHT" OR "SAR AWARD" MEANS A
RIGHT GRANTED UNDER SECTION 6(B) OF THE PLAN.
LL.
"SUBSIDIARY" MEANS ANY ENTITY (OTHER THAN THE
CORPORATION) IN AN UNBROKEN CHAIN OF ENTITIES BEGINNING WITH THE CORPORATION,
PROVIDED EACH ENTITY (OTHER THAN THE LAST ENTITY) IN THE UNBROKEN CHAIN OWNS, AT
THE TIME OF THE DETERMINATION, OWNERSHIP INTERESTS POSSESSING FIFTY PERCENT
(50%) OR MORE OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES OF OWNERSHIP
INTERESTS IN ONE OF THE OTHER ENTITIES IN SUCH CHAIN; PROVIDED, HOWEVER, WITH
RESPECT TO ANY AWARD THAT IS AN INCENTIVE STOCK OPTION, THE TERM "SUBSIDIARY"
SHALL REFER SOLELY TO AN ENTITY THAT IS TAXED UNDER FEDERAL TAX LAW AS A
CORPORATION.
MM.
"TAX WITHHOLDING DATE" SHALL MEAN THE EARLIEST DATE THE
OBLIGATION TO WITHHOLD TAX WITH RESPECT TO AN AWARD ARISES.
NN.
"TERM" MEANS THE MAXIMUM PERIOD DURING WHICH AN
OPTION OR STOCK APPRECIATION RIGHT MAY REMAIN OUTSTANDING (SUBJECT TO EARLIER
TERMINATION UPON TERMINATION OF EMPLOYMENT OR OTHERWISE) AS SPECIFIED IN THE
APPLICABLE AWARD AGREEMENT OR, TO THE EXTENT NOT SPECIFIED IN THE AWARD
AGREEMENT, AS PROVIDED IN THE PLAN.
OO.
"TERMINATION OF EMPLOYMENT" MEANS THE TERMINATION
OF THE APPLICABLE AWARD RECIPIENT'S EMPLOYMENT WITH THE CORPORATION AND ANY OF
ITS AFFILIATES.
AN AWARD RECIPIENT EMPLOYED BY AN AFFILIATE OR A DIVISION OF
THE CORPORATION OR ANY OF ITS AFFILIATES SHALL BE DEEMED TO INCUR A TERMINATION
OF EMPLOYMENT IF, AS A RESULT OF A DISAFFILIATION, SUCH AFFILIATE OR DIVISION
CEASES TO BE AN AFFILIATE OR DIVISION,