401(A) AND 401(K) OF THE CODE IN WHICH A PARTICIPANT PARTICIPATES ON
THE DATE OF ANY QUALIFYING TERMINATION OF SUCH PARTICIPANT.
(X)
"QUALIFYING TERMINATION" MEANS A POST-CHANGE IN CONTROL
QUALIFYING TERMINATION (AS DEFINED IN SECTION 3.1(A)) OR A PRE-CHANGE IN CONTROL
QUALIFYING TERMINATION (AS DEFINED IN SECTION 3.1(B)), AS THE CASE MAY BE;
PROVIDED, HOWEVER THAT A QUALIFYING TERMINATION WILL NOT OCCUR UNLESS THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT QUALIFIES AS A "SEPARATION FROM SERVICE"
(WITHIN THE MEANING OF SECTION 409A OF THE CODE).
(Y)
"RETIREMENT PLAN" MEANS ANY "EMPLOYEE PENSION BENEFIT PLAN"
(WITHIN THE MEANING OF SECTION 3(2) OF ERISA) OF THE COMPANY, INCLUDING, WITHOUT
LIMITATION, ANY QUALIFIED 401(K) PLAN AND ANY SERP.
(Z)
"SERP" MEANS (I) THE COMPANY'S SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN, OR (II) ANY OTHER NON-QUALIFIED SUPPLEMENTAL RETIREMENT PLAN OR
AGREEMENT PURSUANT TO WHICH ANY PARTICIPANT IS ENTITLED TO RECEIVE SUPPLEMENTAL
RETIREMENT BENEFITS ON THE DATE OF ANY QUALIFYING TERMINATION OF SUCH
PARTICIPANT.
(AA)
"SEVERANCE BENEFITS" MEAN THE SEVERANCE BENEFITS PROVIDED FOR IN
SECTION 3.2, 3.3 AND 3.4.
(BB)
"STOCK AWARD" MEANS ANY EQUITY-BASED INCENTIVE AWARD (INCLUDING
ANY AWARD, WITHOUT LIMITATION, OF STOCK OPTIONS, STOCK APPRECIATION RIGHTS,
RESTRICTED STOCK OR RESTRICTED STOCK UNITS, OR ANY PERFORMANCE VESTING STOCK
AWARDS).
(CC)
"TARGET LEVEL" MEANS THE "TARGET" PERFORMANCE LEVEL (OR OTHER
REASONABLY EXPECTED MEDIAN PERFORMANCE GOAL) ESTABLISHED FOR PURPOSES OF ANY
ANNUAL INCENTIVE PLAN, LONG-TERM CASH INCENTIVE PLAN OR PERFORMANCE VESTING
STOCK AWARD.
(DD)
"TAX" OR "TAXES" MEANS ALL TAXES, CHARGES, FEES, LEVIES OR OTHER
ASSESSMENTS AND IMPOSITIONS OF ANY KIND, PAYABLE TO ANY GOVERNMENTAL ENTITY,
INCLUDING, WITHOUT LIMITATION, ALL NET INCOME, PROFITS, GROSS INCOME,
ALTERNATIVE MINIMUM, PAYROLL, EMPLOYMENT, SOCIAL SECURITY, MEDICARE,
UNEMPLOYMENT, WITHHOLDING, DISABILITY, WORKERS' COMPENSATION, EXCISE, OR OTHER
TAXES OR FEES, ASSESSMENTS OR CHARGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, ALL INTEREST AND PENALTIES THEREON, AND ADDITIONS TO TAX OR
ADDITIONAL AMOUNTS IMPOSED BY ANY TAXING AUTHORITY.
(EE)
"TIER 1 PARTICIPANT" MEANS EACH OF THE CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER, CHIEF OPERATING OFFICER AND GENERAL COUNSEL OF THE
COMPANY.
(FF)
"TIER 2 PARTICIPANT" MEANS (I) ANY EXECUTIVE OFFICER OF THE
COMPANY (OTHER THAN A TIER 1 PARTICIPANT) REQUIRED TO FILE REPORTS OF BENEFICIAL
OWNERSHIP WITH THE
6
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO SECTION 16(A) OF THE EXCHANGE ACT
AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND (II) ANY EMPLOYEE
SELECTED BY THE COMMITTEE AS A COVERED EMPLOYEE ELIGIBLE UNDER THIS PLAN
(EMPLOYEES SELECTED BY THE COMMITTEE WILL BE REFERRED TO AS "SELECTED TIER 2
PARTICIPANTS").
THE COMMITTEE WILL SELECT SELECTED TIER 2 PARTICIPANTS ANNUALLY
AT THE MEETING IN WHICH IT SETS EXECUTIVE COMPENSATION FOR THE NEXT FISCAL
YEAR.
SELECTED TIER 2 PARTICIPANTS WILL REMAIN ELIGIBLE AS A PARTICIPANT UNDER
THIS PLAN FOR THE FISCAL YEAR FOR WHICH THE COMMITTEE APPROVED ELIGIBILITY.
DURING THE FISCAL YEAR, THE COMMITTEE MAY CHANGE THE STATUS OF A SELECTED TIER 2
PARTICIPANT IF HE OR SHE HAS A CHANGE IN EMPLOYMENT STATUS (EXAMPLES: REMOVAL
FROM ELIGIBILITY BECAUSE OF A DEMOTION OR ADDED AS ELIGIBLE BECAUSE OF A
PROMOTION).
NOTWITHSTANDING