(C)
PAYMENT IN SETTLEMENT OF PERFORMANCE
AWARDS.
AS SOON AS PRACTICABLE FOLLOWING THE COMMITTEE'S DETERMINATION AND
CERTIFICATION IN ACCORDANCE WITH SECTIONS 9.5(A) AND (B), PAYMENT SHALL BE MADE
TO EACH ELIGIBLE PARTICIPANT (OR SUCH PARTICIPANT'S LEGAL REPRESENTATIVE OR
OTHER PERSON WHO ACQUIRED THE RIGHT TO RECEIVE SUCH PAYMENT BY REASON OF THE
PARTICIPANT'S DEATH) OF THE FINAL VALUE OF THE PARTICIPANT'S PERFORMANCE AWARD.
PAYMENT OF SUCH AMOUNT SHALL BE MADE IN CASH, SHARES OF STOCK, OR A COMBINATION
THEREOF AS DETERMINED BY THE COMMITTEE.
9.6
VOTING RIGHTS; DIVIDEND EQUIVALENT RIGHTS
AND DISTRIBUTIONS.
PARTICIPANTS SHALL HAVE NO VOTING RIGHTS WITH RESPECT TO
SHARES OF STOCK REPRESENTED BY PERFORMANCE SHARE AWARDS UNTIL THE DATE OF THE
ISSUANCE OF SUCH SHARES, IF ANY (AS EVIDENCED BY
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THE APPROPRIATE ENTRY ON THE BOOKS OF THE COMPANY OR OF A DULY AUTHORIZED
TRANSFER AGENT OF THE COMPANY).
HOWEVER, THE COMMITTEE, IN ITS DISCRETION, MAY
PROVIDE IN THE AWARD AGREEMENT EVIDENCING ANY PERFORMANCE SHARE AWARD THAT THE
PARTICIPANT SHALL BE ENTITLED TO RECEIVE DIVIDEND EQUIVALENTS WITH RESPECT TO
THE PAYMENT OF CASH DIVIDENDS ON STOCK HAVING A RECORD DATE PRIOR TO THE DATE ON
WHICH THE PERFORMANCE SHARES ARE SETTLED OR FORFEITED.
SUCH DIVIDEND
EQUIVALENTS, IF ANY, MAY BE CREDITED TO THE PARTICIPANT IN THE FORM OF CASH.
DIVIDEND EQUIVALENTS WILL BE ACCUMULATED AND PAID TO THE EXTENT THAT PERFORMANCE
SHARES BECOME NONFORFEITABLE, AS DETERMINED BY THE COMMITTEE.
SETTLEMENT OF
DIVIDEND EQUIVALENTS WILL BE MADE IN CASH AND MAY BE PAID ON THE SAME BASIS AS
SETTLEMENT OF THE RELATED PERFORMANCE SHARE AS PROVIDED IN SECTION 9.5.
DIVIDEND EQUIVALENTS SHALL NOT BE PAID WITH RESPECT TO PERFORMANCE UNITS.
IN
THE EVENT OF A DIVIDEND OR DISTRIBUTION PAID IN SHARES OF STOCK OR ANY OTHER
ADJUSTMENT MADE UPON A CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY AS
DESCRIBED IN SECTION 4.2, APPROPRIATE ADJUSTMENTS SHALL BE MADE IN THE
PARTICIPANT'S PERFORMANCE SHARE AWARD SO THAT IT REPRESENTS THE RIGHT TO RECEIVE
UPON SETTLEMENT ANY AND ALL NEW, SUBSTITUTED OR ADDITIONAL SECURITIES OR OTHER
PROPERTY (OTHER THAN NORMAL CASH DIVIDENDS) TO WHICH THE PARTICIPANT WOULD
ENTITLED BY REASON OF THE SHARES OF STOCK ISSUABLE UPON SETTLEMENT OF THE
PERFORMANCE SHARE AWARD, AND ALL SUCH NEW, SUBSTITUTED OR ADDITIONAL SECURITIES
OR OTHER PROPERTY SHALL BE IMMEDIATELY SUBJECT TO THE SAME PERFORMANCE GOALS AS
ARE APPLICABLE TO THE AWARD.
9.7
EFFECT OF TERMINATION OF SERVICE.
UNLESS
OTHERWISE PROVIDED BY THE COMMITTEE IN THE GRANT OF A PERFORMANCE AWARD AND SET
FORTH IN THE AWARD AGREEMENT, THE EFFECT OF A PARTICIPANT'S TERMINATION OF
SERVICE ON THE PERFORMANCE AWARD SHALL BE AS FOLLOWS:
(A)
DEATH OR DISABILITY.
IF THE PARTICIPANT'S
SERVICE TERMINATES BECAUSE OF THE DEATH OR DISABILITY OF THE PARTICIPANT BEFORE
THE COMPLETION OF THE PERFORMANCE PERIOD APPLICABLE TO THE PERFORMANCE AWARD,
THE FINAL VALUE OF THE PARTICIPANT'S PERFORMANCE AWARD SHALL BE DETERMINED BY
THE EXTENT TO WHICH THE APPLICABLE PERFORMANCE GOALS HAVE BEEN ATTAINED WITH
RESPECT TO THE ENTIRE PERFORMANCE PERIOD AND SHALL BE PRORATED BASED ON THE