COMPANY AS DESCRIBED IN SECTION 4(C),
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
25
PROPERTY SHALL BE IMMEDIATELY SUBJECT TO THE SAME PERFORMANCE GOALS AS ARE
APPLICABLE TO THE AWARD.
(G)
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 OR DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION AFTER THE DATE
OF GRANT, THE EFFECT OF A PARTICIPANT'S TERMINATION OF SERVICE ON THE
PERFORMANCE AWARD SHALL BE AS FOLLOWS:
(I)
TERMINATION FOR CAUSE AND VOLUNTARY TERMINATION OF SERVICE BY
PARTICIPANT. IF A PARTICIPANT'S SERVICE TERMINATES FOR REASON OF CAUSE OR
VOLUNTARY TERMINATION BEFORE THE COMPLETION OF THE PERFORMANCE PERIOD APPLICABLE
TO THE PERFORMANCE AWARD, SUCH AWARD SHALL BE FORFEITED IN ITS ENTIRETY.
(II)
OTHER TERMINATION OF SERVICE. IF THE PARTICIPANT'S SERVICE
TERMINATES FOR ANY REASON EXCEPT FOR CAUSE OR VOLUNTARY TERMINATION 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 NUMBER OF
MONTHS OF THE PARTICIPANT'S SERVICE DURING THE PERFORMANCE PERIOD. PAYMENT SHALL
BE MADE FOLLOWING THE END OF THE PERFORMANCE PERIOD IN ANY MANNER PERMITTED BY
SECTION 10(E).
(H)
NONTRANSFERABILITY OF PERFORMANCE AWARDS. PRIOR TO SETTLEMENT IN
ACCORDANCE WITH THE PROVISIONS OF THE PLAN, NO PERFORMANCE AWARD SHALL BE
SUBJECT IN ANY MANNER TO ANTICIPATION, ALIENATION, SALE, EXCHANGE, TRANSFER,
ASSIGNMENT, PLEDGE, ENCUMBRANCE, OR GARNISHMENT BY CREDITORS OF THE PARTICIPANT
OR THE PARTICIPANT'S BENEFICIARY, EXCEPT TRANSFER BY WILL OR BY THE LAWS OF
DESCENT AND DISTRIBUTION. ALL RIGHTS WITH RESPECT TO A PERFORMANCE AWARD GRANTED
TO A PARTICIPANT HEREUNDER SHALL BE EXERCISABLE DURING HIS OR HER LIFETIME ONLY
BY SUCH PARTICIPANT OR THE PARTICIPANT'S GUARDIAN OR LEGAL REPRESENTATIVE.
SECTION 11.
DEFERRED STOCK AWARDS.
(A)
STOCK AND ADMINISTRATION. SUBJECT TO THE REQUIREMENTS OF SECTION
409A OF THE CODE, DEFERRED STOCK AWARDS OF THE RIGHT TO RECEIVE STOCK THAT IS
NOT TO BE DISTRIBUTED TO THE PARTICIPANT UNTIL AFTER A SPECIFIED DEFERRAL PERIOD
MAY BE MADE EITHER ALONE OR IN ADDITION TO OPTIONS, RESTRICTED STOCK, OR OTHER
AWARDS GRANTED UNDER THE PLAN. THE COMMITTEE SHALL DETERMINE THE PARTICIPANTS TO
WHOM, AND THE TIME OR TIMES AT WHICH, DEFERRED STOCK AWARDS SHALL BE AWARDED,
THE NUMBER OF SHARES OF STOCK TO BE AWARDED TO ANY PARTICIPANT, THE DURATION OF
THE PERIOD (THE "DEFERRAL PERIOD") DURING WHICH, AND THE CONDITIONS UNDER WHICH,
RECEIPT OF THE STOCK WILL BE DEFERRED, AND THE TERMS AND CONDITIONS OF