"OPTION TERM" MEANS THE PERIOD BEGINNING ON THE GRANT DATE OF AN
OPTION AND ENDING ON THE EXPIRATION DATE OF SUCH OPTION, AS SPECIFIED IN THE
AWARD AGREEMENT FOR SUCH OPTION AND AS MAY, CONSISTENT WITH THE PROVISIONS OF
THE PLAN, BE EXTENDED FROM TIME TO TIME BY THE COMMITTEE PRIOR TO THE EXPIRATION
DATE OF SUCH OPTION THEN IN EFFECT.
2.33
"OUTSIDE DIRECTOR" MEANS A MEMBER OF THE BOARD WHO IS NOT AN
EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY AND WHO MEETS THE OTHER REQUIREMENTS
TO BE AN OUTSIDE DIRECTOR (AS THAT TERM IS DEFINED FOR PURPOSES OF THE
REGULATIONS UNDER CODE SECTION 162(M)).
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2.34
"PERFORMANCE-BASED EXCEPTION" MEANS THE PERFORMANCE-BASED
EXCEPTION FROM THE TAX DEDUCTIBILITY LIMITATIONS OF CODE SECTION 162(M).
2.35
"PERFORMANCE PERIOD" HAS THE MEANING SET FORTH IN SECTION 9.2.
2.36
"PERFORMANCE SHARE" OR "PERFORMANCE UNIT" HAS THE MEANING SET
FORTH IN ARTICLE 9.
2.37
"PERIOD OF RESTRICTION" MEANS THE PERIOD DURING WHICH THE
TRANSFER OF RESTRICTED SHARES IS LIMITED IN SOME WAY (THE LENGTH OF THE PERIOD
BEING BASED ON THE PASSAGE OF TIME, THE ACHIEVEMENT OF PERFORMANCE GOALS, OR
UPON THE OCCURRENCE OF OTHER EVENTS AS DETERMINED BY THE COMMITTEE), AND THE
SHARES ARE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE, AS PROVIDED IN
ARTICLE 8.
2.38
"PERSON" SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM IN
SECTION 3(A)(9) OF THE EXCHANGE ACT AND USED IN SECTIONS 13(D) AND
14(D) THEREOF, INCLUDING A "GROUP" AS DEFINED IN SECTION 13(D) THEREOF.
2.39
"PLAN" HAS THE MEANING SET FORTH IN SECTION 1.1.
2.40
"REQUIRED WITHHOLDING" HAS THE MEANING SET FORTH IN ARTICLE 16.
2.41
"RESTRICTED SHARES" MEANS SHARES OR SHARE UNITS THAT ARE SUBJECT
TO FORFEITURE IF THE GRANTEE DOES NOT SATISFY THE CONDITIONS SPECIFIED IN THE
AWARD AGREEMENT APPLICABLE TO SUCH SHARES OR SHARE UNITS.
2.42
"RETIREMENT" MEANS, FOR ANY GRANTEE WHO IS AN EMPLOYEE OF THE
COMPANY OR A SUBSIDIARY (OR IS A DIRECTOR OF THE COMPANY, IF THE GRANTEE WAS AN
EMPLOYEE AT THE TIME HE RECEIVED AN EMPLOYMENT INDUCEMENT AWARD), (A) FOR ANY
AWARD OTHER THAN A SHARE UNIT, A TERMINATION OF AFFILIATION BY THE GRANTEE UPON
HAVING BOTH ATTAINED AGE FIFTY-FIVE (55) AND COMPLETED AT LEAST TEN (10) YEARS
OF SERVICE WITH THE COMPANY OR A SUBSIDIARY OR (B) FOR ANY SHARE UNIT, HAVING
BOTH ATTAINED AGE FIFTY-FIVE (55) AND COMPLETED AT LEAST TEN (10) YEARS OF
SERVICE WITH THE COMPANY OR A SUBSIDIARY.
2.43
"RULE 16B-3" MEANS RULE 16B-3 PROMULGATED BY THE SEC UNDER THE
EXCHANGE ACT, AS AMENDED FROM TIME TO TIME, TOGETHER WITH ANY SUCCESSOR RULE, AS
IN EFFECT FROM TIME TO TIME.
2.44
"SAR" MEANS A STOCK APPRECIATION RIGHT.
2.45
"SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION, OR ANY SUCCESSOR THERETO.
2.46
"SECTION" MEANS, UNLESS THE CONTEXT OTHERWISE REQUIRES, A
SECTION OF THE PLAN.
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2.47
"SECTION 16 PERSON" MEANS A PERSON WHO IS SUBJECT TO POTENTIAL
LIABILITY UNDER SECTION 16(B) OF THE 1934 ACT WITH RESPECT TO TRANSACTIONS
INVOLVING EQUITY SECURITIES OF