AWARD FOR SUCH PERFORMANCE PERIOD THAT SHALL BE PRORATED BOTH ON THE BASIS OF
THE FULL CALENDAR MONTHS WORKED THEREIN DURING WHICH SUCH EMPLOYEE SHALL HAVE
BEEN EMPLOYED BY THE COMPANY AND BASED ON THE COMPANY'S ACTUAL PERFORMANCE
DURING SUCH PERFORMANCE PERIOD; PROVIDED, HOWEVER, THAT SUCH EMPLOYEE SHALL NOT
BE ELIGIBLE TO RECEIVE SUCH A PRORATED SEMI-ANNUAL MIP AWARD UNLESS HE OR SHE
WAS EMPLOYED AS AN EMPLOYEE FOR AT LEAST THREE FULL CALENDAR MONTHS WITHIN SUCH
PERFORMANCE PERIOD AND, WITH RESPECT TO THE PERFORMANCE PERIOD ENDING JUNE 30,
2009, WAS EMPLOYED AS AN EMPLOYEE ON OR AFTER APRIL 28, 2009; PROVIDED, FURTHER,
THAT SUCH AN EMPLOYEE WILL NOT BE ELIGIBLE TO RECEIVE ANY PAYMENT (PRORATED OR
OTHERWISE) BASED ON (I) THE ANNUAL MIP AWARD OR (II) ANY AMOUNT THAT IS
ATTRIBUTABLE TO COMPANY ACHIEVEMENT THAT EXCEEDS A SEMI-ANNUAL PERFORMANCE
TARGET, INCLUDING BUT NOT LIMITED TO THE SURPLUS AWARD (AS DEFINED IN
SECTION 5.1).
(B)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT AS OTHERWISE
DETERMINED BY THE COMMITTEE, IF, PRIOR TO THE DATE ON WHICH THE PAYMENT OF AN
AWARD IS MADE, AN EMPLOYEE (I) IS TERMINATED BY THE COMPANY FOR CAUSE, (II) IN
THE CASE OF A TIER 1 EMPLOYEE, VOLUNTARILY QUITS OR RESIGNS WITHOUT GOOD REASON,
OR (III) IN THE CASE OF A AN EMPLOYEE WHO IS DESIGNATED AS A TIER 2, TIER 3 OR
TIER 4/ESIP EMPLOYEE IN THE INDIVIDUAL'S INCENTIVE STATEMENT FOR THE PLAN YEAR
(RESPECTIVELY, "TIER 2," "TIER 3," OR "TIER 4/ESIP EMPLOYEE"), VOLUNTARILY QUITS
OR RESIGNS FOR ANY REASON, SUCH EMPLOYEE SHALL NOT BE ELIGIBLE TO RECEIVE ANY
ADDITIONAL UNPAID AMOUNTS UNDER THE PLAN (EVEN IF SUCH TERMINATION OCCURS
SUBSEQUENT TO THE LAST DAY OF A PERFORMANCE PERIOD AND/OR PLAN YEAR), INCLUDING
ANY UNPAID SURPLUS AWARD.
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF A MATERIAL "EVENT OF
DEFAULT" (AS DEFINED IN THE AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF
FEBRUARY 25, 2009, AS AMENDED, OR "DIP CREDIT AGREEMENT," TO WHICH THE COMPANY
IS A PARTY) HAS OCCURRED AND IS CONTINUING AT THE TIME ANY AWARDS WOULD
OTHERWISE BE PAYABLE UNDER THIS PLAN, THE COMPANY SHALL NOT PAY, AND AN EMPLOYEE
SHALL NOT HAVE ANY RIGHT, TITLE OR INTEREST IN OR TO, ANY SUCH AWARDS UNLESS AND
UNTIL SUCH EVENT OF DEFAULT IS CURED.
ARTICLE IV
CALCULATION OF AWARD
SECTION 4.1.
PERFORMANCE TARGETS.
THE COMMITTEE SHALL ESTABLISH ANNUAL AND
SEMI-ANNUAL PERFORMANCE TARGETS FOR THE PLAN YEAR.
EACH OF THE ANNUAL AND
SEMI-ANNUAL PERFORMANCE TARGETS SHALL INCLUDE A THRESHOLD LEVEL OF PERFORMANCE
BELOW WHICH NO AWARD PAYMENT SHALL BE MADE, LEVELS OF PERFORMANCE AT WHICH
SPECIFIED PERCENTAGES OF THE TARGET AWARD SHALL BE PAID, AND A MAXIMUM LEVEL OF
PERFORMANCE ABOVE WHICH NO ADDITIONAL AWARD SHALL BE PAID.
SECTION 4.2.
SEMI-ANNUAL CYCLE.
THE PLAN WILL OPERATE ON A SEMI-ANNUAL CYCLE,
SUCH THAT THE COMPANY'S ANNUAL PERFORMANCE TARGET WILL BE APPORTIONED INTO TWO
SEMI-ANNUAL PERFORMANCE TARGETS, ONE FOR EACH PERFORMANCE PERIOD IN THE PLAN
YEAR.
AN EMPLOYEE IS ELIGIBLE TO RECEIVE A SEMI-ANNUAL MIP