WITH THE COMPANY AND ALL SUBSIDIARIES
FOR ANY REASON OTHER THAN DEATH, DISABILITY OR RETIREMENT, OR A PARTICIPANT IS
IN THE EMPLOY OR SERVICE OF A SUBSIDIARY AND THE SUBSIDIARY CEASES TO BE A
SUBSIDIARY OF THE COMPANY (UNLESS THE PARTICIPANT CONTINUES IN THE EMPLOY OR
SERVICE OF THE COMPANY OR ANOTHER SUBSIDIARY), ALL RIGHTS OF THE PARTICIPANT
UNDER THE PLAN AND ANY AGREEMENTS EVIDENCING AN INCENTIVE AWARD WILL IMMEDIATELY
TERMINATE, WITHOUT NOTICE OF ANY KIND, AND NO OPTIONS OR STOCK APPRECIATION
RIGHTS THEN HELD BY THE PARTICIPANT WILL THEREAFTER BE EXERCISABLE, ALL
RESTRICTED STOCK AWARDS THEN HELD BY THE PARTICIPANT THAT HAVE NOT VESTED WILL
BE TERMINATED AND FORFEITED, AND ALL PERFORMANCE UNITS AND STOCK BONUSES THEN
HELD BY THE PARTICIPANT WILL VEST AND/OR CONTINUE TO VEST IN THE MANNER
DETERMINED BY THE COMMITTEE AND SET FORTH IN THE AGREEMENT EVIDENCING SUCH
PERFORMANCE UNITS OR STOCK BONUSES; PROVIDED, HOWEVER, THAT IF SUCH TERMINATION
IS DUE TO ANY REASON OTHER THAN TERMINATION BY THE COMPANY OR ANY SUBSIDIARY FOR
"CAUSE," ALL OUTSTANDING OPTIONS AND STOCK APPRECIATION RIGHTS THEN HELD BY SUCH
PARTICIPANT WILL REMAIN EXERCISABLE, TO THE EXTENT EXERCISABLE AS OF SUCH
TERMINATION, FOR A PERIOD OF THREE (3) MONTHS AFTER SUCH TERMINATION (BUT IN NO
EVENT AFTER THE EXPIRATION DATE OF ANY SUCH OPTION OR STOCK APPRECIATION RIGHT).
(B)
FOR PURPOSES OF THIS SECTION 11.2, "CAUSE" (AS DETERMINED BY THE
COMMITTEE) WILL BE AS DEFINED IN ANY EMPLOYMENT OR OTHER AGREEMENT OR POLICY
APPLICABLE TO THE PARTICIPANT OR, IF NO SUCH AGREEMENT OR POLICY EXISTS, WILL
MEAN (I) DISHONESTY, FRAUD, MATERIAL MISREPRESENTATION, EMBEZZLEMENT OR
DELIBERATE INJURY OR ATTEMPTED INJURY, IN EACH CASE RELATED TO THE COMPANY, ANY
SUBSIDIARY OR THE BUSINESS OF ANY SUCH ENTITY; (II) ANY UNLAWFUL OR CRIMINAL
ACTIVITY OF A SERIOUS NATURE; (III) ANY INTENTIONAL AND DELIBERATE BREACH OF A
DUTY OR DUTIES THAT, INDIVIDUALLY OR IN THE AGGREGATE, ARE MATERIAL IN RELATION
TO THE PARTICIPANT'S OVERALL DUTIES; OR (IV) ANY MATERIAL BREACH OF ANY
EMPLOYMENT, SERVICE, CONFIDENTIALITY OR NON-COMPETE AGREEMENT ENTERED INTO WITH
THE COMPANY OR ANY SUBSIDIARY.
THE COMPANY MAY DEFER THE EXERCISE OR VESTING
OF, OR ISSUANCE OF SHARES PURSUANT TO, ANY INCENTIVE AWARD FOR A PERIOD OF UP TO
FORTY-FIVE (45) DAYS IN ORDER FOR THE COMMITTEE TO MAKE ANY DETERMINATION AS TO
THE EXISTENCE OF "CAUSE."
11.3
Modification of Rights Upon Termination.
Notwithstanding the other
provisions of this Section 11, upon a Participant's termination of employment or
other service with the Company and all Subsidiaries, the Committee may, in its
sole discretion (which may be exercised at any time on or after the date of
grant, including following such termination), cause Options and Stock
Appreciation Rights (or any part thereof) then held by such Participant to
become or continue to become exercisable and/or remain exercisable following
such termination of employment or service and Restricted Stock Awards,
Performance Units and Stock Bonuses then held by such Participant to vest and/or
continue to vest or become free of transfer restrictions, as the case