IMMEDIATELY PRIOR TO SUCH RELOCATION; OR
(E)
THERE IS A MATERIAL FAILURE BY THE COMPANY OR ANY OF ITS
AFFILIATES TO PERFORM ANY OF ITS OBLIGATIONS TO THE PARTICIPANT UNDER ANY
WRITTEN EMPLOYMENT AGREEMENT;
PROVIDED , HOWEVER, THAT WITH RESPECT TO BREACHES OF SECTION 2.15(B), (C) AND
(E), THE COMPANY SHALL BE GIVEN WRITTEN NOTICE BY PARTICIPANT OF SUCH BREACH AND
THIRTY (30) DAYS TO CURE SUCH BREACH.
NOTWITHSTANDING THE FOREGOING, IF "GOOD REASON" OR ANY CORRESPONDING TERM (E.G.,
"REASONABLE JUSTIFICATION") IS OTHERWISE DEFINED IN A PARTICIPANT'S WRITTEN
EMPLOYMENT AGREEMENT, THE DEFINITION OF SUCH TERM CONTAINED IN SUCH EMPLOYMENT
AGREEMENT SHALL APPLY.
2.16
"INCENTIVE STOCK OPTION" MEANS AN OPTION THAT IS INTENDED TO MEET
THE REQUIREMENTS OF SECTION 422 OF THE CODE OR ANY SUCCESSOR PROVISION THERETO.
2.17
"OPTION" MEANS A RIGHT GRANTED TO A PARTICIPANT PURSUANT TO
ARTICLE 4 OF THE PLAN.
2.18
"PARTICIPANT" MEANS AN EMPLOYEE WHO HAS BEEN GRANTED AN AWARD
PURSUANT TO THE PLAN.
3
2.19
"PERFORMANCE CRITERIA" MEANS "PERFORMANCE CRITERIA" AS DEFINED IN
THE STOCK AWARD PLAN WHICH THE COMMITTEE SELECTS FOR PURPOSES OF ESTABLISHING
THE PERFORMANCE GOAL OR PERFORMANCE GOALS FOR PARTICIPANTS FOR THE PERFORMANCE
PERIOD.
2.20
"PERFORMANCE GOALS" MEANS, FOR A PERFORMANCE PERIOD, THE GOALS
ESTABLISHED IN WRITING BY THE COMMITTEE FOR THE PERFORMANCE PERIOD BASED UPON
THE PERFORMANCE CRITERIA. DEPENDING ON THE PERFORMANCE CRITERIA USED TO
ESTABLISH SUCH PERFORMANCE GOALS, THE PERFORMANCE GOALS MAY BE EXPRESSED IN
TERMS OF OVERALL COMPANY PERFORMANCE OR THE PERFORMANCE OF A DIVISION, BUSINESS
UNIT, OR AN INDIVIDUAL. THE COMMITTEE, IN ITS DISCRETION, MAY, SUBJECT TO THE
LIMITATIONS OF SECTION 162(M) OF THE CODE, ADJUST OR MODIFY THE CALCULATION OF
PERFORMANCE GOALS FOR SUCH PERFORMANCE PERIOD IN ORDER TO PREVENT THE DILUTION
OR ENLARGEMENT OF THE RIGHTS OF PARTICIPANTS (A) IN THE EVENT OF, OR IN
ANTICIPATION OF, ANY UNUSUAL OR EXTRAORDINARY CORPORATE ITEM, TRANSACTION,
EVENT, OR DEVELOPMENT, OR (B) IN RECOGNITION OF, OR IN ANTICIPATION OF, ANY
OTHER UNUSUAL OR NONRECURRING EVENTS AFFECTING THE COMPANY, OR THE FINANCIAL
STATEMENTS OF THE COMPANY, OR IN RESPONSE TO, OR IN ANTICIPATION OF, CHANGES IN
APPLICABLE LAWS, REGULATIONS, ACCOUNTING PRINCIPLES, OR BUSINESS CONDITIONS.
2.21
"PERFORMANCE PERIOD" MEANS THE PERIOD OF TIME BEGINNING ON APRIL 1,
2006 AND ENDING ON DECEMBER 31, 2007 OVER WHICH THE ATTAINMENT OF ONE OR MORE
PERFORMANCE GOALS WILL BE MEASURED FOR THE PURPOSE OF DETERMINING A
PARTICIPANT'S RIGHT TO, AND THE PAYMENT OF, PERFORMANCE SHARES.
2.22
"PERFORMANCE SHARE" MEANS A RIGHT GRANTED TO A PARTICIPANT PURSUANT
TO ARTICLE 5, TO RECEIVE SHARES OF STOCK, THE PAYMENT OF WHICH IS CONTINGENT
UPON ACHIEVING CERTAIN PERFORMANCE GOALS OR OTHER PERFORMANCE-BASED TARGETS
ESTABLISHED BY THE COMMITTEE.
2.23
"PLAN YEAR" MEANS A CALENDAR YEAR EXCEPT THAT THE INITIAL PLAN YEAR
SHALL BE THE THREE FISCAL QUARTER PERIOD OF TIME BEGINNING ON APRIL 1, 2006 AND
ENDING ON DECEMBER 31, 2006.
2.24
"QUALIFIED PERFORMANCE-BASED COMPENSATION" MEANS ANY COMPENSATION
THAT IS INTENDED TO QUALIFY AS "QUALIFIED PERFORMANCE-BASED COMPENSATION" AS
DESCRIBED IN SECTION 162(M)(4)(C) OF THE CODE.
2.25
"STOCK" MEANS