IF ANY OF THE AWARD DEFERRED SHARES HAVE BEEN EARNED BASED ON
PERFORMANCE AS PROVIDED IN SECTION 3(C), THE COMPANY SHALL SETTLE SUCH AWARD
DEFERRED SHARES AS OF THE VALUATION DATE BY ISSUING AWARD SETTLEMENT SHARES AND
AWARD RESTRICTED SHARES AS PROVIDED IN SECTION 3(B) HEREOF.
THE GRANTEE SHALL
AUTOMATICALLY BECOME SUBJECT TO THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT
UNDER THE 1994 PLAN COVERING THE AWARD RESTRICTED SHARES (IN CUSTOMARY FORM AS
OF THE DATE OF THIS AGREEMENT BUT WITH ONE YEAR VESTING ON ALL SHARES COVERED
THEREBY WITHOUT THE NEED FOR EXECUTION OF SUCH AGREEMENT BY THE COMPANY OR THE
GRANTEE), AND SUCH AGREEMENT SHALL GOVERN THAT PORTION OF THE AWARD SECURITIES,
IT BEING UNDERSTOOD THAT NO FURTHER PERFORMANCE-BASED VESTING SHALL APPLY TO
AWARD RESTRICTED SHARES.
(E)
AWARD RESTRICTED SHARES ISSUED PURSUANT TO SECTION 3(D) HEREOF
SHALL BECOME VESTED ON JUNE 1, 2012, EXCEPT AS OTHERWISE PROVIDED IN
SECTION 3(I) AND SECTION 4 HEREOF SUBJECT TO EARLIER FORFEITURE OR VESTING AS
PROVIDED IN THE RESTRICTED STOCK AWARD AGREEMENT WITH RESPECT THERETO.
(F)
ANY AWARD RESTRICTED SHARES THAT DO NOT BECOME VESTED PURSUANT TO
SECTION 3(E) OR SECTION 4 HEREOF SHALL, WITHOUT PAYMENT OF ANY CONSIDERATION BY
THE COMPANY AUTOMATICALLY AND WITHOUT NOTICE BE FORFEITED AND BE AND BECOME NULL
AND VOID, AND NEITHER THE GRANTEE NOR ANY OF HIS OR HER SUCCESSORS, HEIRS,
ASSIGNS, OR PERSONAL REPRESENTATIVES WILL THEREAFTER HAVE ANY FURTHER RIGHTS OR
INTERESTS IN SUCH UNVESTED AWARD RESTRICTED SHARES.
(G)
IF THE CALCULATIONS PROVIDED IN SECTION 3(C) HEREOF ARE TRIGGERED
BY A CHANGE OF CONTROL, THEN AS OF THE VALUATION DATE ONE HUNDRED PERCENT (100%)
OF THE GRANTEE'S PHANTOM STOCK UNIT EQUIVALENT SHALL BE SETTLED FOR AWARD
SETTLEMENT SHARES THAT ARE IMMEDIATELY AND AUTOMATICALLY VESTED.
(H)
IN THE EVENT OF A CHANGE OF CONTROL, THE COMMITTEE WILL MAKE ANY
DETERMINATIONS AND CERTIFICATIONS REQUIRED BY THIS AGREEMENT AND ANY PROVISIONS
NECESSARY WITH RESPECT TO THE LAPSE OF FORFEITURE RESTRICTIONS AND/OR
ACCELERATION OF VESTING OF THIS AWARD WITHIN A PERIOD OF TIME THAT ENABLES THE
COMPANY TO SETTLE THE AWARD DEFERRED SHARES FOR AWARD SETTLEMENT SHARES NOT
LATER THAN THE DATE OF CONSUMMATION OF THE CHANGE OF CONTROL.
FOR AVOIDANCE OF
DOUBT, IN THE EVENT OF A CHANGE OF CONTROL, THE PERFORMANCE OF ALL CALCULATIONS
AND ACTIONS PURSUANT TO SECTION 3(C) HEREOF AND THE SETTLEMENT OF AWARD DEFERRED
SHARES THROUGH THE ISSUANCE OF AWARD SETTLEMENT SHARES SHALL BE CONDITIONED UPON
THE FINAL CONSUMMATION OF SUCH CHANGE OF CONTROL.
(I)
IN THE EVENT OF A TRANSACTIONAL CHANGE OF CONTROL, IF MAY 31,
2011 FALLS BETWEEN THE DATE OF THE PUBLIC ANNOUNCEMENT THEREOF AND THE PROJECTED
DATE OF CONSUMMATION OF SUCH TRANSACTIONAL CHANGE OF CONTROL, THEN:
(i)
if the calculations set forth in Section 3(c) hereof, if done as
of May 31, 2011 without giving effect to the Transactional Change of Control,
would cause the Total Performance Pool to equal the Maximum Total Performance
Pool Amount, then the Valuation Date shall be May 31, 2011 regardless of clauses
(B)