TO COMPLY
WITH THE PROVISIONS OF THIS SECTION 10 AT ANY POINT BEFORE PAYMENT IN RESPECT OF
EARNED PERFORMANCE SHARES COVERED BY THE AWARD IS MADE PURSUANT TO THE
PROVISIONS OF SECTION 2 OR 5 SHALL CAUSE ALL PERFORMANCE SHARES COVERED BY THE
AWARD TO BE CANCELLED AND RESCINDED WITHOUT ANY PAYMENT THEREFOR.
FOR THE
AVOIDANCE OF DOUBT, FOLLOWING A FAILURE TO COMPLY WITH THIS SECTION 10, PAYMENTS
IN RESPECT OF ANY PORTION OF THE PERFORMANCE SHARES COVERED BY THE AWARD THAT
HAVE BEEN DEFERRED UNDER THE DEFERRED COMPENSATION PLAN IN ACCORDANCE WITH
SECTION 2 HEREOF SHALL BE FORFEITED, AND ACCORDINGLY THE PARTICIPANT SHALL HAVE
NO FURTHER RIGHT TO RECEIVE ANY SUCH PAYMENT(S).
IN THE EVENT THAT ALL OR ANY
PORTION OF THE PERFORMANCE SHARES COVERED BY THIS AWARD SHALL HAVE BEEN SETTLED
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT WITHIN TWELVE (12) MONTHS OF THE
DATE ON WHICH ANY BREACH BY THE PARTICIPANT OF ANY OF THE PROVISIONS OF THIS
SECTION 10 SHALL HAVE FIRST OCCURRED, THE COMMITTEE MAY REQUIRE THAT THE
PARTICIPANT REPAY (WITH INTEREST OR APPRECIATION (IF ANY), AS APPLICABLE,
DETERMINED UP TO THE DATE PAYMENT IS MADE), AND THE PARTICIPANT SHALL PROMPTLY
REPAY, TO THE CORPORATION THE VALUE OF ANY CASH OR PROPERTY (INCLUDING THE FAIR
MARKET VALUE OF ANY STOCK) CONVEYED TO THE PARTICIPANT WITHIN SUCH PERIOD IN
RESPECT OF SUCH PERFORMANCE SHARES.
ADDITIONALLY, THE PARTICIPANT AGREES THAT
THE CORPORATION SHALL BE ENTITLED TO AN INJUNCTION, RESTRAINING ORDER OR SUCH
OTHER EQUITABLE RELIEF RESTRAINING THE PARTICIPANT FROM COMMITTING ANY VIOLATION
OF THE COVENANTS OR OBLIGATIONS CONTAINED IN THIS SECTION 10.
THESE RESCISSION
RIGHTS AND INJUNCTIVE REMEDIES ARE CUMULATIVE AND ARE IN ADDITION TO ANY OTHER
RIGHTS AND REMEDIES THE CORPORATION MAY HAVE AT LAW OR IN EQUITY.
THE
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE COVENANTS AND OBLIGATIONS IN THIS
SECTION 10 RELATE TO SPECIAL, UNIQUE AND EXTRAORDINARY MATTERS AND THAT A
VIOLATION OR THREATENED VIOLATION OF ANY OF THE TERMS OF SUCH COVENANTS OR
OBLIGATIONS WILL CAUSE THE CORPORATION AND THE SUBSIDIARIES IRREPARABLE INJURY
FOR WHICH ADEQUATE REMEDIES ARE NOT AVAILABLE AT LAW.
(F)
REFORMATION.
THE PARTICIPANT AGREES THAT THE PROVISIONS OF THIS
SECTION 10 ARE NECESSARY AND REASONABLE TO PROTECT THE CORPORATION IN THE
CONDUCT OF ITS BUSINESS.
IF ANY RESTRICTION CONTAINED IN THIS SECTION 10 SHALL
BE DEEMED TO BE INVALID, ILLEGAL OR UNENFORCEABLE BY REASON OF THE EXTENT,
DURATION OR GEOGRAPHICAL SCOPE HEREOF, OR OTHERWISE, THEN THE COURT MAKING SUCH
DETERMINATION SHALL HAVE THE RIGHT TO REDUCE SUCH EXTENT, DURATION, GEOGRAPHICAL
SCOPE OR OTHER PROVISIONS HEREOF, AND IN ITS REDUCED FORM SUCH RESTRICTION SHALL
THEN BE ENFORCEABLE IN THE MANNER CONTEMPLATED HEREBY.
11.
Withholding.
The Corporation shall have the right to deduct from
all amounts paid to the Participant in cash in respect of Performance Shares
covered by
7
the Award any amount of taxes required by law to be withheld as may be necessary
in the opinion of the Corporation to satisfy tax withholding required under the
laws of