NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT
TO THE CONTRARY, IF YOU SEPARATED FROM SERVICE WITH THE COMPANY GROUP DUE TO
YOUR RETIREMENT BEFORE THE LAST DAY OF THE PERFORMANCE PERIOD THEN THE
[COMPANY][EMPLOYER] WILL [ISSUE][PAY] TO YOU [SHARES OF COMMON STOCK] IN [CASH]
AN AMOUNT EQUAL TO THE PRODUCT OF (1) AND (2) WHERE (1) IS THE AMOUNT YOU WOULD
HAVE RECEIVED UNDER THE AGREEMENT IF YOU HAD NOT SEPARATED FROM SERVICE WITH THE
COMPANY GROUP BEFORE THE END OF THE PERFORMANCE PERIOD AND (2) IS A FRACTION,
THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS FROM THE BEGINNING OF THE
PERFORMANCE PERIOD THROUGH THE DATE YOU SEPARATED FROM SERVICE WITH THE COMPANY
GROUP AND THE DENOMINATOR OF WHICH IS THE NUMBER OF DAYS IN THE PERFORMANCE
PERIOD. ANY AMOUNT PAYABLE PURSUANT TO THIS SECTION 4.5 WILL BE PAID [BY THE
EMPLOYER] TO YOU ON THE PAYMENT DATE. SUCH PAYMENT WILL BE MADE TO YOU IN
EXCHANGE FOR THE PERFORMANCE UNITS AND THEREAFTER YOU SHALL HAVE NO FURTHER
RIGHTS WITH RESPECT TO SUCH PERFORMANCE UNITS OR THE AGREEMENT AND THE COMPANY
GROUP WILL HAVE NO FURTHER OBLIGATIONS TO YOU PURSUANT TO THE PERFORMANCE UNITS
OR THE AGREEMENT. FOR PURPOSES OF THIS SECTION 4.5 "RETIREMENT" MEANS THE
VOLUNTARY TERMINATION OF YOUR EMPLOYMENT RELATIONSHIP WITH THE COMPANY GROUP ON
OR AFTER THE DATE ON WHICH (A) YOU ARE AGE 65 OR (B) YOU ARE AGE 55 AND HAVE
FIVE YEARS OF SERVICE WITH THE COMPANY GROUP.
5.
TAX WITHHOLDING. TO THE EXTENT THAT [THE
ISSUANCE OF SHARES][ANY PAYMENT] PURSUANT TO THE AGREEMENT RESULTS IN INCOME,
WAGES OR OTHER COMPENSATION TO YOU FOR ANY INCOME, EMPLOYMENT OR OTHER TAX
PURPOSES WITH RESPECT TO WHICH THE COMPANY OR THE [LEGAL ENTITY THAT IS A MEMBER
OF THE COMPANY GROUP AND THAT IS CLASSIFIED AS YOUR EMPLOYER (THE
"EMPLOYER")][EMPLOYER] HAS A WITHHOLDING OBLIGATION, YOU SHALL DELIVER TO THE
COMPANY [OR THE EMPLOYER] AT THE TIME OF SUCH RECEIPT OR [ISSUANCE][PAYMENT], AS
THE CASE MAY BE, SUCH AMOUNT OF MONEY AS THE COMPANY OR THE EMPLOYER MAY REQUIRE
TO MEET ITS OBLIGATION UNDER APPLICABLE TAX LAWS OR REGULATIONS, AND, IF YOU
FAIL TO DO SO, THE COMPANY [OR THE EMPLOYER] IS AUTHORIZED TO WITHHOLD FROM [ANY
PAYMENT UNDER] THE [AGREEMENT] [SHARES] OR FROM ANY CASH OR STOCK REMUNERATION
OR OTHER PAYMENT THEN OR THEREAFTER PAYABLE TO YOU [BY THE COMPANY OR THE
EMPLOYER] ANY TAX REQUIRED TO BE WITHHELD BY REASON OF SUCH TAXABLE INCOME,
WAGES OR COMPENSATION [INCLUDING (WITHOUT LIMITATION) SHARES OF COMMON STOCK
SUFFICIENT TO SATISFY THE WITHHOLDING OBLIGATION BASED ON THE LAST PER SHARE
SALES PRICE OF THE COMMON STOCK FOR THE TRADING DAY IMMEDIATELY PRECEDING THE
DATE THAT THE WITHHOLDING OBLIGATION ARISES, AS REPORTED IN THE NEW YORK STOCK
EXCHANGE COMPOSITE TRANSACTIONS].
6.
NONTRANSFERABILITY. THE PERFORMANCE
UNITS AND YOUR RIGHTS UNDER THIS AGREEMENT MAY NOT BE SOLD, ASSIGNED, PLEDGED,
EXCHANGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, ENCUMBERED OR DISPOSED OF. ANY
SUCH ATTEMPTED SALE, ASSIGNMENT, PLEDGE, EXCHANGE, HYPOTHECATION, TRANSFER,
ENCUMBRANCE OR DISPOSITION