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, AS THE CASE MAY BE,