OF ADMINISTERING THE TERMS OF THE PLAN WITH RESPECT
TO THE PLAN ADMINISTRATOR.
THE PLAN ADMINISTRATOR MAY DELEGATE ALL OR ANY
PORTION OF ITS AUTHORITY UNDER THE PLAN TO ANY OTHER PERSON(S).
SECTION 2.16
"QUALIFYING TERMINATION" SHALL MEAN A TERMINATION OF THE
PARTICIPANT'S EMPLOYMENT INITIATED BY THE COMPANY OR A SUBSIDIARY FOR ANY REASON
OTHER THAN CAUSE, PERMANENT DISABILITY OR DEATH.
FOR THE AVOIDANCE OF DOUBT, A
RETIREMENT SHALL NOT CONSTITUTE A QUALIFYING TERMINATION.
SECTION 2.17
"RELEASE" SHALL MEAN THE SEPARATION OF EMPLOYMENT AND
GENERAL RELEASE AGREEMENT, WHICH SHALL INCLUDE A WRITTEN AGREEMENT TO ABIDE BY
THE AGREEMENT TO THE CONFIDENTIALITY, NON-SOLICITATION, AND NON-COMPETITION
PROVISIONS IN ARTICLE V FOR THE PERIODS PROVIDED FOR HEREIN, IN THE FORM
ATTACHED HERETO AS EXHIBIT A; PROVIDED THAT THE PLAN ADMINISTRATOR SHALL HAVE
THE DISCRETION TO MODIFY THE RELEASE IF NECESSARY OR APPROPRIATE UNDER ANY
APPLICABLE LAW TO EFFECT A COMPLETE AND TOTAL RELEASE OF CLAIMS BY THE
PARTICIPANT AS OF THE TERMINATION DATE.
SECTION 2.18
"RESTRICTION PERIOD" SHALL MEAN THE GREATER OF 12 MONTHS
OR THE SEVERANCE PERIOD, IF APPLICABLE.
SECTION 2.19
"RETIREMENT" SHALL MEAN A PARTICIPANT'S VOLUNTARY
TERMINATION OF EMPLOYMENT WITH THE COMPANY UNDER ANY OF THE COMPANY'S RETIREMENT
PLANS.
3
SECTION 2.20
"SEPARATION FROM SERVICE DATE" SHALL MEAN, IN THE CASE OF
A PARTICIPANT, THE DATE OF THE PARTICIPANT'S "SEPARATION FROM SERVICE" WITHIN
THE MEANING OF SECTION 409A(A)(2)(I)(A) OF THE CODE AND DETERMINED IN ACCORDANCE
WITH THE REGULATIONS PROMULGATED UNDER SECTION 409A OF THE CODE.
SECTION 2.21
"SEVERANCE BENEFIT" SHALL MEAN THE BENEFITS THAT A
PARTICIPANT IS ELIGIBLE TO RECEIVE PURSUANT TO ARTICLE IV OF THE PLAN, EXCEPT
FOR THOSE BENEFITS DESCRIBED IN SECTION 4.01 OF THE PLAN.
SECTION 2.22
"SEVERANCE FACTOR" AND "SEVERANCE PERIOD" SHALL MEAN, IN
THE CASE OF A PARTICIPANT, THE AMOUNT OR PERIOD, AS THE CASE MAY BE, SET FORTH
ON ANNEX A OPPOSITE SUCH PARTICIPANT'S POSITION.
SECTION 2.23
"SPECIFIED EMPLOYEE" SHALL MEAN A "SPECIFIED EMPLOYEE"
WITHIN THE MEANING OF SECTION 409A(A)(2)(B)(1) OF THE CODE, AS DETERMINED IN
ACCORDANCE WITH THE UNIFORM METHODOLOGY AND PROCEDURES ADOPTED BY THE COMPANY
AND THEN IN EFFECT.
SECTION 2.24
"SUBSIDIARY" SHALL MEAN ANY CORPORATION IN WHICH THE
COMPANY OWNS, DIRECTLY OR INDIRECTLY, STOCK REPRESENTING 50% OR MORE OF THE
COMBINED VOTING POWER OF ALL CLASSES OF STOCK ENTITLED TO VOTE, AND ANY OTHER
BUSINESS ORGANIZATION, REGARDLESS OF FORM, IN WHICH THE COMPANY POSSESSES,
DIRECTLY OR INDIRECTLY, 50% OR MORE OF THE TOTAL COMBINED EQUITY INTERESTS IN
SUCH ORGANIZATION.
SECTION 2.25
"TERMINATION DATE" SHALL MEAN THE DATE AS OF WHICH THE
ACTIVE EMPLOYMENT OF THE PARTICIPANT BY THE COMPANY AND ITS SUBSIDIARIES IS
SEVERED.
ARTICLE III
ELIGIBILITY FOR BENEFITS
SECTION 3.01
ELIGIBILITY.
EACH PARTICIPANT IN THE PLAN WHO INCURS A
QUALIFYING TERMINATION AND WHO SATISFIES THE CONDITIONS OF SECTION 3.02 SHALL BE
ELIGIBLE TO RECEIVE THE SEVERANCE BENEFITS DESCRIBED IN THE PLAN, EXCEPT THAT
ANY SUCH PARTICIPANT WHO IS A PARTY TO AN EMPLOYMENT AGREEMENT OR CHANGE IN
CONTROL SEVERANCE AGREEMENT (OR SIMILAR AGREEMENT) WITH THE COMPANY PURSUANT TO
WHICH SUCH