TERMINATION OF EMPLOYMENT WITH
OR WITHOUT CAUSE.
IN THE EVENT THE GRANTEE'S EMPLOYMENT WITH THE COMPANY IS
INVOLUNTARILY TERMINATED DURING THE PERFORMANCE PERIOD WITHOUT CAUSE (AS DEFINED
BY ANY EMPLOYMENT AGREEMENT BETWEEN COMPANY AND GRANTEE, OR IF THERE IS NO
EMPLOYMENT AGREEMENT, AS DEFINED BY THE PLAN) OR DURING OR AFTER THE PERFORMANCE
PERIOD FOR CAUSE, ALL PERFORMANCE SHARES AND RIGHTS THERETO WILL BE FORFEITED
AND CANCELED IMMEDIATELY UPON SUCH TERMINATION OF EMPLOYMENT AND THE GRANTEE
WILL HAVE NO FURTHER RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO SUCH
PERFORMANCE SHARES.
(C)
TERMINATION BECAUSE GRANTEE DIES OR BECOMES
DISABLED.
IN THE EVENT THE GRANTEE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED
DURING THE PERFORMANCE PERIOD DUE TO THE GRANTEE'S DEATH OR DISABILITY, THE
GRANTEE'S PERFORMANCE
SHARES SHALL IMMEDIATELY VEST.
THE COMPANY WILL
DETERMINE THE TOTAL AMOUNT, IF ANY, TO BE PAID TO THE GRANTEE FOR SUCH VESTED
PERFORMANCE SHARES AT THE END OF THE PERFORMANCE PERIOD AS SET FORTH IN
PARAGRAPH 2(D) OF THIS AGREEMENT.
THE AMOUNT PAID TO GRANTEE WILL BE PRORATED
BASED ON THE RATIO OF THE NUMBER OF MONTHS THE GRANTEE WAS EMPLOYED DURING THE
PERFORMANCE PERIOD TO THE TOTAL NUMBER OF MONTHS IN THE PERFORMANCE PERIOD.
PARTIAL MONTHS OR EMPLOYMENT WILL BE COUNTED AS FULL MONTHS FOR THE PURPOSES OF
THIS PARAGRAPH.
PAYMENT FOR THE VESTED PERFORMANCE SHARES WILL BE MADE AS
PROVIDED IN PARAGRAPHS 2(E) AND (F).
(D)
TERMINATION OF EMPLOYMENT AFTER PERFORMANCE
PERIOD.
IN THE EVENT THE GRANTEE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED
AFTER THE END OF THE PERFORMANCE PERIOD FOR ANY REASON OTHER THAN FOR CAUSE, BUT
BEFORE PAYMENT HAS BEEN MADE, THE PERFORMANCE SHARES SHALL BE PAYABLE AS
PROVIDED HEREIN AS IF SUCH TERMINATION HAD NOT OCCURRED.
4.
ADJUSTMENT OF PERFORMANCE SHARES.
Upon the occurrence of an event described in Article IV of the Plan, the number
of Performance Shares granted herein shall be adjusted in accordance with
Article IV.
2
5.
IMPACT OF CHANGE IN CONTROL ON
PERFORMANCE SHARES.
Upon the closing of a Change in Control, as defined in Section 5.4(ii) of the
Plan, Grantee's Performance Shares will immediately vest, provided that the
Grantee has been continuously employed by the Company throughout the Performance
Period.
The determination of the amount to be paid, if any, for the vested
Performance Shares will be made as of the closing date of the Change in Control
pursuant to paragraph 2(d), and payment of the vested Performance Shares will be
made as provided in paragraphs 2(e) and (f).
6.
FORFEITURE OF PERFORMANCE SHARES.
(a)
Performance for Competitors.
Notwithstanding any other provision of this Agreement, Grantee shall
immediately forfeit all Performance Shares (whether or not vested) and all
rights under this Agreement if, prior to the payment of the Performance Shares,
Grantee accepts employment with a Competitor (as defined herein) or Grantee owns
more than 2% of the common stock of, or is employed by, advises, represents or
assists in any other way any Competitor and if the Company, in its sole
discretion, determines that