COMMITTEE AND APPROVED BY THE BOARD:
(A) WITH RESPECT TO DIVIDEND PAYMENTS, THE DATE DIVIDENDS ARE PAID ON COMPANY
STOCK; (B) WITH RESPECT TO STOCK BONUSES, THE FIRST TRADING DAY OF EITHER THE
JULY OF THE APPLICABLE PLAN YEAR OR THE FEBRUARY FOLLOWING THE END OF THE
APPLICABLE PLAN YEAR, AS SPECIFIED IN THE APPLICABLE AWARD MATERIALS; AND
(C) WITH RESPECT TO DISCRETIONARY ALLOCATIONS, THE FIRST TRADING DAY OF THE
MONTH SPECIFIED IN THE APPLICABLE AWARD MATERIALS.
1.43.
"REPORTING PERSON" SHALL MEAN AN EMPLOYEE WHO IS SUBJECT TO THE
REPORTING REQUIREMENTS OF SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.
1.44.
"RETIREMENT" SHALL MEAN, WITH RESPECT TO A PARTICIPANT, THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT ON OR AFTER THE DATE THAT SUCH
PARTICIPANT BECOMES RETIREMENT ELIGIBLE.
1.45.
"RETIREMENT ELIGIBLE" SHALL MEAN, WITH RESPECT TO A PARTICIPANT,
THAT THE PARTICIPANT HAS ATTAINED AGE 55 AND HAS COMPLETED TEN OR MORE YEARS OF
SERVICE WITH THE COMPANY OR ITS AFFILIATES.
1.46.
"SECTION 409A" SHALL MEAN SECTION 409A OF THE CODE, AND THE
REGULATIONS PROMULGATED AND OTHER OFFICIAL GUIDANCE ISSUED THEREUNDER.
1.47.
"SHARE UNIT" SHALL MEAN A UNIT CREDITED TO A PARTICIPANT'S PLAN
ACCOUNTS IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE PLAN.
SUBJECT TO
ADJUSTMENT PURSUANT TO ARTICLE 5.04, EACH SHARE UNIT SHALL REPRESENT THE RIGHT
TO RECEIVE ONE SHARE OF COMPANY STOCK OR THE VALUE THEREOF AT THE TIME OR TIMES
DESIGNATED IN THE PLAN.
1.48.
"STOCK BONUS" SHALL MEAN THE AMOUNT, IF ANY, CREDITED TO A
PARTICIPANT PURSUANT TO ARTICLE 3.
1.49.
"STOCK BONUS ACCOUNT" SHALL MEAN A NOTIONAL, BOOKKEEPING ACCOUNT
ESTABLISHED UNDER THE PLAN TO REFLECT THE AMOUNT CREDITED WITH RESPECT TO A
PARTICIPANT'S STOCK BONUS IN ACCORDANCE WITH ARTICLE 3, AS ADJUSTED TO REFLECT
ALL APPLICABLE EARNINGS CREDITED PURSUANT TO ARTICLE 5 AND THE PROVISIONS OF THE
APPLICABLE AWARD MATERIALS.
5
1.50.
"STOCK BONUS MARKET VALUE" OF A SHARE OF COMPANY STOCK WITH RESPECT
TO A STOCK BONUS SHALL MEAN THE FAIR MARKET VALUE THEREOF ON THE REFERENCE DATE.
1.51.
"TERMINATION OF EMPLOYMENT" SHALL MEAN A "SEPARATION FROM SERVICE"
AS DEFINED UNDER SECTION 409A, AS DETERMINED IN ACCORDANCE WITH THE COMPANY'S
POLICY REGARDING SECTION 409A COMPLIANCE.
1.52.
"TRUST" SHALL MEAN A TRUST ESTABLISHED IN ACCORDANCE WITH
ARTICLE 11.
1.53.
"TRUSTEE" SHALL MEAN THE TRUSTEE OF THE TRUST.
1.54.
"UNFORESEEABLE EMERGENCY" SHALL MEAN, WITH RESPECT TO A
PARTICIPANT, A SEVERE FINANCIAL HARDSHIP TO THE PARTICIPANT RESULTING FROM AN
ILLNESS OR ACCIDENT OF THE PARTICIPANT, THE PARTICIPANT'S SPOUSE, OR A DEPENDENT
(AS DEFINED IN SECTION 152(A) OF THE CODE) OF THE PARTICIPANT, LOSS OF THE
PARTICIPANT'S PROPERTY DUE TO CASUALTY, OR OTHER SIMILAR EXTRAORDINARY AND
UNFORESEEABLE CIRCUMSTANCES ARISING AS A RESULT OF EVENTS BEYOND THE CONTROL OF
THE PARTICIPANT.
IN MAKING ITS DETERMINATION, THE COMMITTEE SHALL BE GUIDED BY
THE PREVAILING AUTHORITIES APPLICABLE UNDER SECTION 409A.
1.55.
"VALUATION DATE" SHALL MEAN, UNLESS OTHERWISE DETERMINED BY THE
COMMITTEE, THE DATE ON WHICH SHARES OF COMPANY STOCK SHALL BE VALUED FOR
PURPOSES OF PAYMENT UNDER ARTICLE 2.11, 3.05,