UNIT RESTRICTION PERIOD"), AND UNTIL THE LATER OF (A) THE
EXPIRATION OF THE STOCK UNIT RESTRICTION PERIOD AND (B) THE DATE THE APPLICABLE
PERFORMANCE GOALS (IF ANY) ARE SATISFIED, THE PARTICIPANT SHALL NOT BE PERMITTED
TO SELL, ASSIGN, TRANSFER, PLEDGE OR OTHERWISE ENCUMBER STOCK UNITS.
(III)
THE AWARD AGREEMENT FOR STOCK UNITS SHALL SPECIFY WHETHER, TO
WHAT EXTENT AND ON WHAT TERMS AND CONDITIONS THE APPLICABLE PARTICIPANT SHALL BE
ENTITLED TO RECEIVE CURRENT OR DEFERRED PAYMENTS OF CASH, COMMON STOCK OR OTHER
PROPERTY CORRESPONDING TO THE DIVIDENDS PAYABLE ON THE COMMON STOCK (SUBJECT TO
SECTION 14(F) BELOW).
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(IV)
EXCEPT AS OTHERWISE SET FORTH IN THE APPLICABLE AWARD AGREEMENT,
UPON A PARTICIPANT'S TERMINATION OF EMPLOYMENT FOR ANY REASON DURING THE STOCK
UNIT RESTRICTION PERIOD OR BEFORE THE APPLICABLE PERFORMANCE GOALS ARE
SATISFIED, ALL STOCK UNITS STILL SUBJECT TO RESTRICTION SHALL BE FORFEITED BY
SUCH PARTICIPANT; PROVIDED, HOWEVER, THAT THE COMMITTEE SHALL HAVE THE
DISCRETION TO WAIVE, IN WHOLE OR IN PART, ANY OR ALL REMAINING RESTRICTIONS WITH
RESPECT TO ANY OR ALL OF SUCH PARTICIPANT'S STOCK UNITS.
SECTION 8.
OTHER EQUITY-BASED AWARDS
Other Awards of Common Stock and other Awards that are valued in whole or in
part by reference to, or are otherwise based upon, Common Stock, including
(without limitation), unrestricted stock, dividend equivalents, and convertible
debentures, may be granted under the Plan.
SECTION 9.
CHANGE IN CONTROL PROVISIONS
(A)
IMPACT OF EVENT. IN THE EVENT OF A CHANGE IN CONTROL (AS DEFINED
BELOW), EXCEPT TO THE EXTENT THE COMMITTEE SPECIFICALLY ESTABLISHES OTHERWISE
FOR A PARTICULAR AWARD, AND EXCEPT AS PROVIDED IN SECTION 3(D) AND IN SECTION
9(D), IMMEDIATELY UPON THE OCCURRENCE OF A CHANGE IN CONTROL:
(I)
ANY OPTIONS AND STOCK APPRECIATION RIGHTS OUTSTANDING WHICH ARE
NOT THEN EXERCISABLE AND VESTED SHALL BECOME FULLY EXERCISABLE AND VESTED;
(II)
THE RESTRICTIONS APPLICABLE TO ANY RESTRICTED STOCK SHALL LAPSE,
AND SUCH RESTRICTED STOCK SHALL BECOME FREE OF ALL RESTRICTIONS AND BECOME FULLY
VESTED AND TRANSFERABLE;
(III)
ALL STOCK UNITS SHALL VEST IN FULL AND BE IMMEDIATELY SETTLED;
AND
(IV)
THE COMMITTEE MAY ALSO MAKE ADDITIONAL ADJUSTMENTS AND/OR
SETTLEMENTS OF OUTSTANDING AWARDS AS IT DEEMS APPROPRIATE AND CONSISTENT WITH
THE PLAN'S PURPOSES.
(B)
DEFINITION OF CHANGE IN CONTROL. FOR PURPOSES OF THE PLAN, A "CHANGE
IN CONTROL" SHALL MEAN ANY OF THE FOLLOWING EVENTS:
(I)
ANY INDIVIDUAL, ENTITY OR GROUP (WITHIN THE MEANING OF SECTION
13(D)(3) OR 14(D)(2) OF THE EXCHANGE ACT (A "PERSON") BECOMES THE BENEFICIAL
OWNER (WITHIN THE MEANING OF RULE 13D 3 PROMULGATED UNDER THE EXCHANGE ACT) OF
20% OR MORE OF EITHER (A) THE THEN-OUTSTANDING SHARES OF COMMON STOCK OF THE
COMPANY (THE "OUTSTANDING COMPANY COMMON STOCK") OR (B) THE COMBINED VOTING
POWER OF THE THEN-OUTSTANDING VOTING SECURITIES OF THE COMPANY ENTITLED TO VOTE
GENERALLY IN THE ELECTION OF DIRECTORS (THE "OUTSTANDING COMPANY VOTING
SECURITIES"); PROVIDED, HOWEVER, THAT, FOR PURPOSES OF THIS SECTION 9(B), THE
FOLLOWING ACQUISITIONS SHALL NOT CONSTITUTE A CHANGE IN CONTROL:
(A)
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ANY ACQUISITION DIRECTLY FROM THE COMPANY, (B) ANY ACQUISITION