ALL RESTRICTIONS ON RESTRICTED STOCK WILL
LAPSE, AND, WITH RESPECT TO RESTRICTED STOCK UNITS, PERFORMANCE SHARES AND
PERFORMANCE UNITS, ALL PERFORMANCE GOALS OR OTHER VESTING CRITERIA WILL BE
DEEMED ACHIEVED AT TARGET LEVELS AND ALL OTHER TERMS AND CONDITIONS MET.
FOR THE PURPOSES OF THIS SUBSECTION (C), AN AWARD WILL BE CONSIDERED ASSUMED IF,
FOLLOWING THE CHANGE IN CONTROL, THE AWARD CONFERS THE RIGHT TO PURCHASE OR
RECEIVE, FOR EACH SHARE SUBJECT TO THE AWARD IMMEDIATELY PRIOR TO THE CHANGE IN
CONTROL, THE CONSIDERATION (WHETHER STOCK, CASH, OR OTHER SECURITIES OR
PROPERTY) OR, IN THE CASE OF A STOCK APPRECIATION RIGHT UPON THE EXERCISE OF
WHICH THE ADMINISTRATOR DETERMINES TO PAY CASH OR A PERFORMANCE SHARE OR
PERFORMANCE UNIT
15
WHICH THE ADMINISTRATOR CAN DETERMINE TO PAY IN CASH, THE FAIR MARKET VALUE OF
THE CONSIDERATION RECEIVED IN THE MERGER OR CHANGE IN CONTROL BY HOLDERS OF
COMMON STOCK FOR EACH SHARE HELD ON THE EFFECTIVE DATE OF THE TRANSACTION (AND
IF HOLDERS WERE OFFERED A CHOICE OF CONSIDERATION, THE TYPE OF CONSIDERATION
CHOSEN BY THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES); PROVIDED,
HOWEVER, THAT IF SUCH CONSIDERATION RECEIVED IN THE CHANGE IN CONTROL IS NOT
SOLELY COMMON STOCK OF THE SUCCESSOR CORPORATION, THE ADMINISTRATOR MAY, WITH
THE CONSENT OF THE SUCCESSOR CORPORATION, PROVIDE FOR THE CONSIDERATION TO BE
RECEIVED UPON THE EXERCISE OF AN OPTION OR STOCK APPRECIATION RIGHT OR UPON THE
PAYOUT OF A PERFORMANCE SHARE OR PERFORMANCE UNIT, FOR EACH SHARE SUBJECT TO
SUCH AWARD (OR IN THE CASE OF PERFORMANCE UNITS, THE NUMBER OF IMPLIED SHARES
DETERMINED BY DIVIDING THE VALUE OF THE PERFORMANCE UNITS BY THE PER SHARE
CONSIDERATION RECEIVED BY HOLDERS OF COMMON STOCK IN THE CHANGE IN CONTROL), TO
BE SOLELY COMMON STOCK OF THE SUCCESSOR CORPORATION EQUAL IN FAIR MARKET VALUE
TO THE PER SHARE CONSIDERATION RECEIVED BY HOLDERS OF COMMON STOCK IN THE CHANGE
IN CONTROL.
NOTWITHSTANDING ANYTHING IN THIS SECTION 14(C) TO THE CONTRARY, AN AWARD THAT
VESTS, IS EARNED OR PAID-OUT UPON THE SATISFACTION OF ONE OR MORE PERFORMANCE
GOALS WILL NOT BE CONSIDERED ASSUMED IF THE COMPANY OR ITS SUCCESSOR MODIFIES
ANY OF SUCH PERFORMANCE GOALS WITHOUT THE PARTICIPANT'S CONSENT; PROVIDED,
HOWEVER, A MODIFICATION TO SUCH PERFORMANCE GOALS ONLY TO REFLECT THE SUCCESSOR
CORPORATION'S POST-CHANGE IN CONTROL CORPORATE STRUCTURE WILL NOT BE DEEMED TO
INVALIDATE AN OTHERWISE VALID AWARD ASSUMPTION.
15.
TAX WITHHOLDING
(A)
WITHHOLDING REQUIREMENTS.
PRIOR TO THE
DELIVERY OF ANY SHARES OR CASH PURSUANT TO AN AWARD (OR EXERCISE THEREOF), THE
COMPANY WILL HAVE THE POWER AND THE RIGHT TO DEDUCT OR WITHHOLD, OR REQUIRE A
PARTICIPANT TO REMIT TO THE COMPANY, AN AMOUNT SUFFICIENT TO SATISFY FEDERAL,
STATE, LOCAL, FOREIGN OR OTHER TAXES (INCLUDING THE PARTICIPANT'S FICA
OBLIGATION) REQUIRED TO BE WITHHELD WITH RESPECT TO SUCH AWARD (OR EXERCISE
THEREOF).
(B)
WITHHOLDING ARRANGEMENTS.
THE
ADMINISTRATOR, IN ITS SOLE DISCRETION AND PURSUANT TO SUCH PROCEDURES AS IT MAY
SPECIFY FROM TIME TO TIME, MAY PERMIT A PARTICIPANT TO SATISFY SUCH TAX
WITHHOLDING OBLIGATION,