BY THE COMMITTEE AS ELIGIBLE TO PARTICIPATE IN THE
PLAN.
3
SECTION 2.12. "GOOD REASON" SHALL MEAN, IN THE CASE OF AN EMPLOYEE WHO IS
DESIGNATED AS A TIER 1 EMPLOYEE IN THE INDIVIDUAL'S INCENTIVE STATEMENT FOR THE
PLAN YEAR ("TIER 1 EMPLOYEE"), THE OCCURRENCE OF ANY OF THE FOLLOWING WITHOUT
THE EMPLOYEE'S EXPRESS WRITTEN CONSENT: (I) ANY REDUCTION IN EITHER THE
EMPLOYEE'S BASE PAY OR TARGET INCENTIVE UNDER THIS PLAN AS SET FORTH IN THE
INCENTIVE STATEMENT PROVIDED TO THE EMPLOYEE; (II) THE COMPANY'S FAILURE TO
MAINTAIN RETIREMENT, HEALTH AND WELFARE BENEFITS PLANS, AND COMPENSATION PLANS
UNDER WHICH THE EMPLOYEE IS ELIGIBLE TO RECEIVE BENEFITS SUBSTANTIALLY SIMILAR
IN VALUE IN THE AGGREGATE TO THE BENEFITS THE EMPLOYEE WAS ELIGIBLE TO RECEIVE
UNDER THE RETIREMENT PLANS, HEALTH AND WELFARE BENEFITS PLANS, AND COMPENSATION
PLANS MAINTAINED BY THE COMPANY AS IN EFFECT ON JANUARY 1, 2009; (III) THE
COMPANY'S REQUIRING THE EMPLOYEE TO BE BASED ANYWHERE MORE THAN FIFTY (50) MILES
FROM WHERE THE EMPLOYEE'S PRINCIPAL PLACE OF EMPLOYMENT WAS LOCATED AS OF
JANUARY 1, 2009; (IV) A CHANGE IN THE DUTIES OR REPORTING RESPONSIBILITIES OF
THE EMPLOYEE THAT IS INCONSISTENT IN ANY SUBSTANTIAL ADVERSE RESPECT WITH SUCH
EMPLOYEE'S POSITION, DUTIES OR RESPONSIBILITIES AS IN EFFECT ON JANUARY 1, 2009;
AND (V) FAILURE BY THE COMPANY TO OBTAIN AN AGREEMENT TO ASSUME ALL OF THE
OBLIGATIONS OF THE COMPANY HEREUNDER UPON A CHANGE IN CONTROL PURSUANT TO
SECTION 2.6(A)-(C) FROM ANY ENTITY THAT IS OR WILL BE THE SUCCESSOR ENTITY TO
THE COMPANY (INCLUDING PURSUANT TO ANY MERGER, CONSOLIDATION OR SALE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY).
SECTION 2.13. "INCENTIVE STATEMENT" MEANS A LETTER OR OTHER WRITING (INCLUDING
IN ELECTRONIC FORMAT) PROVIDED BY THE COMPANY TO AN EMPLOYEE THAT SETS FORTH THE
ANNUAL AND/OR SEMI-ANNUAL MIP AWARDS THAT AN EMPLOYEE MAY EARN UNDER THE PLAN
(OR OTHERWISE DESCRIBES AN EMPLOYEE'S ELIGIBILITY TO PARTICIPATE IN THE PLAN),
THAT ALSO MAY DESCRIBE THE PERFORMANCE METRICS APPLICABLE TO AN EMPLOYEE AND ANY
AND ALL OTHER OBJECTIVE PERFORMANCE CRITERIA APPLICABLE TO SUCH EMPLOYEE, IN
EACH CASE AS ESTABLISHED BY THE COMMITTEE.
SECTION 2.14. "PAYMENT DATE" MEANS THE DATE ON WHICH AN AWARD IS PAID TO AN
EMPLOYEE.
SECTION 2.15. "PERFORMANCE PERIOD" MEANS (I) JANUARY 1 THROUGH JUNE 30, 2009,
(II) JULY 1 THROUGH DECEMBER 31, 2009, OR (III) WITH RESPECT TO THE TIER 4
EMPLOYEES IDENTIFIED IN SECTION 4.3, EACH CALENDAR QUARTER IN 2009, AS THE CASE
MAY BE.
SECTION 2.16. "PLAN YEAR" MEANS THE ONE YEAR PERIOD COMMENCING ON JANUARY 1,
2009, AND ENDING ON DECEMBER 31, 2009.
SECTION 2.17. "RETIREMENT" MEANS AN EMPLOYEE'S VOLUNTARY TERMINATION OF
EMPLOYMENT WITH THE COMPANY PURSUANT TO THE RETIREMENT PLAN(S) APPLICABLE TO
SUCH EMPLOYEE.
SECTION 2.18. "SEMI-ANNUAL MIP AWARD" MEANS THE CASH INCENTIVE BONUS AWARDED TO
AN EMPLOYEE UNDER THE PLAN AFTER THE END OF EACH PERFORMANCE PERIOD, WHICH BONUS
IS SUBJECT TO THE COMPANY ACHIEVEMENT OF THE APPLICABLE SEMI-ANNUAL PERFORMANCE
TARGET AND/OR ANY OTHER OBJECTIVE CRITERIA ESTABLISHED BY THE COMMITTEE.
SECTION