ANY SUCH DIVIDEND, BY
(B) THE FAIR MARKET VALUE OF A SHARE OF COMPANY STOCK ON THE REFERENCE DATE FOR
SUCH DIVIDEND, IN EACH CASE, WITH FRACTIONS COMPUTED TO THREE DECIMAL PLACES.
(B)
WITH RESPECT TO THE STOCK MATCH ACCOUNTS AND
ANNUAL DISCRETIONARY ALLOCATION ACCOUNTS FOR WHICH THE COMMITTEE HAS SPECIFIED
AN INVESTMENT BENCHMARK OTHER THAN SHARE UNITS, A PARTICIPANT SHALL, FROM TIME
TO TIME DURING SUCH PARTICIPANT'S PERIOD OF PARTICIPATION UNDER THE PLAN,
INCLUDING DURING THE PERIOD FOLLOWING THE PARTICIPANT'S TERMINATION OF FRANCHISE
AGREEMENT AND UNTIL THE SETTLEMENT DATE, HAVE CREDITED TO EACH OF SUCH STOCK
MATCH ACCOUNTS AND ANNUAL DISCRETIONARY ALLOCATION ACCOUNTS EARNINGS IN
ACCORDANCE WITH THE APPLICABLE INVESTMENT BENCHMARK.
8.02
ANTI-DILUTION ADJUSTMENT.
IN THE EVENT OF A CHANGE IN THE
OUTSTANDING SHARES OF COMPANY STOCK BY REASON OF ANY CHANGE IN CORPORATE
CAPITALIZATION, SUCH AS A STOCK SPLIT OR DIVIDEND, OR A CORPORATE TRANSACTION,
SUCH AS ANY MERGER OF THE COMPANY INTO ANOTHER CORPORATION, ANY CONSOLIDATION OF
TWO OR MORE CORPORATIONS INTO ANOTHER CORPORATION, ANY SEPARATION OF A
CORPORATION (INCLUDING A SPIN-OFF OR OTHER DISTRIBUTION OF STOCK OR PROPERTY BY
A CORPORATION), ANY REORGANIZATION OF A CORPORATION (WHETHER OR NOT SUCH
REORGANIZATION COMES WITHIN THE DEFINITION OF SUCH TERM IN SECTION 368 OF THE
CODE), OR ANY PARTIAL OR COMPLETE LIQUIDATION BY THE COMPANY, THE COMMITTEE
SHALL MAKE SUCH ADJUSTMENT IN THE CLASS AND NUMBER OF SHARE UNITS CREDITED TO
PARTICIPANTS' PLAN ACCOUNTS TO REFLECT ANY SUCH CHANGE AS MAY BE DETERMINED TO
BE APPROPRIATE BY THE COMMITTEE, AND SUCH ADJUSTMENTS SHALL BE FINAL, CONCLUSIVE
AND BINDING FOR ALL PURPOSES OF THE PLAN.
ANY ADJUSTMENTS OR SUBSTITUTIONS
UNDER THIS SECTION 8.02 SHALL CONFORM TO THE REQUIREMENTS OF SECTION 409A OF THE
CODE.
15
8.03
VALUATION OF PLAN ACCOUNTS PENDING DISTRIBUTION.
TO THE EXTENT THAT THE DISTRIBUTION OF ANY PORTION OF ANY PLAN ACCOUNT IS
DEFERRED, WHETHER PURSUANT TO THE TERMS OF THE PLAN OR ANY ANNUAL ENROLLMENT
MATERIALS, OR FOR ANY OTHER REASON, ANY AMOUNTS REMAINING TO THE CREDIT OF A
PLAN ACCOUNT SHALL CONTINUE TO BE ADJUSTED TO REFLECT ALL APPLICABLE EARNINGS
CREDITING PURSUANT TO SECTION 8.01.
ARTICLE 9
EFFECT OF CERTAIN EVENTS
9.01
DEATH.
IN THE CASE OF A PARTICIPANT'S DEATH, ALL
AMOUNTS CREDITED TO THE PLAN ACCOUNTS OF THE AFFECTED PARTICIPANT SHALL BE 100%
VESTED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN A PARTICIPANT'S
DISTRIBUTION ELECTION OR OTHERWISE, IF A PARTICIPANT DIES BEFORE HE OR SHE HAS
RECEIVED A COMPLETE DISTRIBUTION OF HIS OR HER AGGREGATE VESTED BALANCE, THE
PARTICIPANT'S ESTATE SHALL RECEIVE THE PARTICIPANT'S AGGREGATE VESTED BALANCE,
WHICH SHALL BE PAYABLE TO THE PARTICIPANT'S ESTATE IN A LUMP SUM TO BE MADE
WITHIN 90 DAYS OF THE DATE ON WHICH THE COMMITTEE IS NOTIFIED IN WRITING OF THE
PARTICIPANT'S DEATH.
9.02
DISABILITY.
IN THE CASE OF A PARTICIPANT'S
DISABILITY, ALL AMOUNTS CREDITED TO THE PLAN ACCOUNTS OF THE AFFECTED
PARTICIPANT SHALL BE 100% VESTED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN A
PARTICIPANT'S DISTRIBUTION ELECTION OR OTHERWISE, A PARTICIPANT SUFFERING A
DISABILITY SHALL RECEIVE