OR HER RETIREMENT, PARTICIPANT WILL BE ENTITLED TO
RECEIVE 100% OF THE PERFORMANCE SHARES THAT WOULD HAVE OTHERWISE BEEN EARNED
UNDER THE PERFORMANCE SHARE AWARD PROGRAM HAD PARTICIPANT REMAINED AN EMPLOYEE
THROUGH THE END OF THE PERFORMANCE PERIOD, WHICH WILL BE SETTLED AT THE TIME
THEY WOULD HAVE OTHERWISE BEEN PAID PURSUANT TO THE PERFORMANCE SHARE AWARD
PROGRAM. IN ADDITION, IN THE EVENT OF A CHANGE IN CONTROL THAT OCCURS DURING THE
PERFORMANCE PERIOD WHILE PARTICIPANT IS AN EMPLOYEE, A NUMBER OF PERFORMANCE
SHARES WILL BE EARNED AND PAID OUT AS IF ALL PERFORMANCE OBJECTIVES UNDER THE
PERFORMANCE SHARE AWARD PROGRAM HAD BEEN EARNED AT TARGET, WHICH WILL BE SETTLED
UPON CONSUMMATION OF THE CHANGE IN CONTROL. SUBJECT TO THE FOREGOING
ACCELERATION PROVISIONS
AND ANY SUCH PROVISIONS SET FORTH IN THE PLAN, IN THE EVENT PARTICIPANT CEASES
TO BE AN EMPLOYEE FOR ANY OR NO REASON BEFORE PARTICIPANT EARNS THE PERFORMANCE
SHARES PURSUANT TO THIS AWARD, THE PERFORMANCE SHARE AWARD AND PARTICIPANT'S
RIGHT TO ACQUIRE ANY SHARES HEREUNDER WILL IMMEDIATELY TERMINATE.
For purposes of this Section 2, "Cause" is defined as (i) an act of dishonesty
made by Participant in connection with Participant's responsibilities as an
Employee, (ii) Participant's conviction of, or plea of nolo contendere to, a
felony, (iii) Participant's gross misconduct, or (iv) Participant's continued
substantial violations of his employment duties after Participant has received a
demand for performance from the Company.
3.
PAYMENT AFTER EARNING. ANY PERFORMANCE
SHARES THAT ARE EARNED OR ARE DEEMED EARNED IN ACCORDANCE WITH SECTION 2 WILL BE
PAID TO PARTICIPANT (OR IN THE EVENT OF PARTICIPANT'S DEATH, TO HIS OR HER
ESTATE) IN WHOLE SHARES, SUBJECT TO PARTICIPANT SATISFYING ANY APPLICABLE TAX
WITHHOLDING OBLIGATIONS AS SET FORTH IN SECTION 7. NOTWITHSTANDING THE FOREGOING
SENTENCE, TO THE EXTENT NECESSARY TO AVOID THE IMPOSITION OF ANY ADDITIONAL TAX
OR INCOME RECOGNITION UNDER SECTION 409A OF THE CODE PRIOR TO OR UPON THE ACTUAL
PAYMENT OF SHARES PURSUANT TO THIS AWARD OF PERFORMANCE SHARES THAT ARE EARNED
IN ACCORDANCE WITH SECTION 2 WILL BE PAID TO PARTICIPANT (OR IN THE EVENT OF
PARTICIPANT'S DEATH, TO HIS OR HER ESTATE) NO EARLIER THAN SIX (6) MONTHS AND
ONE (1) DAY FOLLOWING THE DATE OF PARTICIPANT'S TERMINATION OF EMPLOYMENT WITH
THE COMPANY (OR ANY AFFILIATE), SUBJECT TO SECTION 7. PARTICIPANT WILL NOT BE
REQUIRED TO MAKE ANY ADDITIONAL MONETARY PAYMENT (OTHER THAN APPLICABLE TAX
WITHHOLDING, IF ANY) UPON SETTLEMENT OF THE AWARD.
4.
PAYMENTS AFTER DEATH. ANY DISTRIBUTION
OR DELIVERY TO BE MADE TO PARTICIPANT UNDER THIS AGREEMENT WILL, IF PARTICIPANT
IS THEN DECEASED, BE MADE TO PARTICIPANT'S DESIGNATED BENEFICIARY, OR IF NO
BENEFICIARY SURVIVES PARTICIPANT, THE ADMINISTRATOR OR EXECUTOR OF PARTICIPANT'S
ESTATE. ANY SUCH TRANSFEREE MUST FURNISH THE COMPANY WITH (A) WRITTEN NOTICE OF
HIS OR HER STATUS AS TRANSFEREE, AND (B) EVIDENCE SATISFACTORY TO THE COMPANY TO
ESTABLISH THE VALIDITY OF THE TRANSFER AND COMPLIANCE WITH ANY LAWS OR
REGULATIONS PERTAINING TO SAID TRANSFER.
5.
RIGHTS AS STOCKHOLDER. EXCEPT AS SET
FORTH IN SECTION