PERFORMANCE PERIOD, EACH PARTICIPANT SHALL BE GRANTED A NUMBER OF RESTRICTED
STOCK UNITS DETERMINED IN ACCORDANCE WITH THE FOLLOWING FORMULA: (X) (I) THE
PARTICIPANT'S LONG-TERM BONUS POOL PERCENTAGE FOR THE APPLICABLE PLAN YEAR
MULTIPLIED BY (II) THE BONUS POOL FOR SUCH PLAN YEAR, DIVIDED BY (Y) THE STOCK
PRICE DETERMINED AS OF THE LAST DAY OF THE FIRST PLAN YEAR OF THE LONG-TERM
BONUS PERFORMANCE PERIOD.
A PARTICIPANT'S ACTUAL LONG-TERM BONUS SHALL BE
DETERMINED AFTER THE END OF THE LONG-TERM BONUS PERFORMANCE PERIOD AND SHALL
EQUAL THE PERCENTAGE OF THE PARTICIPANT'S RESTRICTED STOCK UNITS THAT
CORRESPONDS TO THE PAYOUT RANGE OF THE PERFORMANCE GOALS ACTUALLY ACHIEVED BY
THE COMPANY FOR SUCH LONG-TERM BONUS PERFORMANCE PERIOD.
(C)
THE RESTRICTED STOCK UNITS SHALL BE PAID IN SHARES OF STOCK TO THE
EXTENT AVAILABLE.
TO THE EXTENT SHARES OF STOCK ARE NOT AVAILABLE FOR ISSUANCE
UNDER THE COMPANY'S EQUITY INCENTIVE PLANS, THE RESTRICTED STOCK UNITS (OR A
PORTION OF THE RESTRICTED STOCK UNITS) SHALL BE SETTLED IN CASH.
IF PAID IN
CASH, THE AMOUNT OF THE LONG-TERM BONUS PAYMENT SHALL EQUAL THE PRODUCT OF
(1) THE NUMBER OF RESTRICTED STOCK UNITS TO BE PAID IN CASH AND (2) THE STOCK
PRICE AS OF THE LAST DAY OF THE RELEVANT LONG-TERM BONUS PERFORMANCE PERIOD.
ADDITIONALLY, A PARTICIPANT SHALL BE ENTITLED TO RECEIVE THE CASH
DIVIDEND(S) PAID ON EACH SHARE OF STOCK DURING THE SECOND CALENDAR YEAR AND
THIRD CALENDAR YEAR OF EACH LONG-TERM BONUS PERFORMANCE PERIOD FOR EACH
RESTRICTED STOCK UNIT EARNED IN A GIVEN LONG-TERM BONUS PERFORMANCE PERIOD (THE
"ACCUMULATED DIVIDEND").
WITH RESPECT TO THE 2009-2011 LONG-TERM BONUS
PERFORMANCE PERIOD, NO PARTICIPANT SHALL RECEIVE AN AMOUNT IN CASH (EXCLUDING
ANY ACCUMULATED DIVIDEND) UPON SETTLEMENT OF RESTRICTED STOCK UNITS THAT EXCEEDS
(I) THE PARTICIPANT'S LONG-TERM POOL PERCENTAGE MULTIPLIED BY (II) THE BONUS
POOL ESTABLISHED WITH RESPECT TO THE 2009 PLAN YEAR, NOTWITHSTANDING THE
LONG-TERM BONUS THAT WOULD OTHERWISE BE PAYABLE TO SUCH PARTICIPANT.
THE
COMMITTEE SHALL DETERMINE THE MAXIMUM AMOUNT OF CASH THAT MAY BE PAYABLE IN
SUBSEQUENT LONG-TERM BONUS PERFORMANCE PERIODS ON AN ANNUAL BASIS.
(D)
A PARTICIPANT'S LONG-TERM BONUS AND THE APPLICABLE ACCUMULATED
DIVIDEND, IF ANY, SHALL VEST AND BE PAID IN THE CALENDAR YEAR FOLLOWING THE
CONCLUSION OF THE RELEVANT LONG-TERM BONUS PERFORMANCE PERIOD WITHIN TEN DAYS
AFTER THE COMPANY HAS RECEIVED ITS APPROVED AUDITED FINANCIAL STATEMENTS FOR THE
LAST YEAR OF THE LONG-TERM BONUS PERFORMANCE PERIOD, BUT IN NO EVENT LATER THAN
DECEMBER 31 OF SUCH YEAR, SUBJECT TO THE PARTICIPANT'S CONTINUED EMPLOYMENT WITH
THE COMPANY THROUGH THE APPLICABLE LONG-TERM BONUS PERFORMANCE PERIOD.
8.
TERMINATION OF EMPLOYMENT
(A)
IF AT ANY TIME PRIOR TO PAYMENT OF ANY BONUS HEREUNDER IN
ACCORDANCE WITH THE TERMS OF THE PLAN A PARTICIPANT'S EMPLOYMENT OR OTHER
SERVICE RELATIONSHIP WITH THE COMPANY TERMINATES FOR ANY REASON OTHER THAN
TERMINATION OF EMPLOYMENT BY (X) THE COMPANY WITHOUT CAUSE, (Y) THE PARTICIPANT
FOR "GOOD REASON" (AS DEFINED IN THE APPLICABLE SERVICE AGREEMENT) TO THE EXTENT
THAT THE PARTICIPANT IS ENTITLED TO RESIGN FOR "GOOD REASON" IN ACCORDANCE