OF ANY QUALIFYING TERMINATION OF SUCH PARTICIPANT.
(X)
"QUALIFYING TERMINATION" MEANS A
POST-CHANGE IN CONTROL QUALIFYING TERMINATION (AS DEFINED IN SECTION 3.1(A)) OR
A PRE-CHANGE IN CONTROL QUALIFYING TERMINATION (AS DEFINED IN SECTION 3.1(B)),
AS THE CASE MAY BE; PROVIDED, HOWEVER THAT A QUALIFYING TERMINATION WILL NOT
OCCUR UNLESS THE PARTICIPANT'S TERMINATION OF EMPLOYMENT QUALIFIES AS A
"SEPARATION FROM SERVICE" (WITHIN THE MEANING OF SECTION 409A OF THE CODE).
(Y)
"RETIREMENT PLAN" MEANS ANY "EMPLOYEE
PENSION BENEFIT PLAN" (WITHIN THE MEANING OF SECTION 3(2) OF ERISA) OF THE
COMPANY, INCLUDING, WITHOUT LIMITATION, ANY QUALIFIED 401(K) PLAN AND ANY SERP.
(Z)
"SERP" MEANS (I) THE COMPANY'S
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, OR (II) ANY OTHER NON-QUALIFIED
SUPPLEMENTAL RETIREMENT PLAN OR AGREEMENT PURSUANT TO WHICH ANY PARTICIPANT IS
ENTITLED TO RECEIVE SUPPLEMENTAL RETIREMENT BENEFITS ON THE DATE OF ANY
QUALIFYING TERMINATION OF SUCH PARTICIPANT.
(AA)
"SEVERANCE BENEFITS" MEAN THE SEVERANCE BENEFITS
PROVIDED FOR IN SECTION 3.2, 3.3 AND 3.4.
(BB)
"STOCK AWARD" MEANS ANY EQUITY-BASED INCENTIVE
AWARD (INCLUDING ANY AWARD, WITHOUT LIMITATION, OF STOCK OPTIONS, STOCK
APPRECIATION RIGHTS, RESTRICTED STOCK OR RESTRICTED STOCK UNITS, OR ANY
PERFORMANCE VESTING STOCK AWARDS).
(CC)
"TARGET LEVEL" MEANS THE "TARGET" PERFORMANCE
LEVEL (OR OTHER REASONABLY EXPECTED MEDIAN PERFORMANCE GOAL) ESTABLISHED FOR
PURPOSES OF ANY ANNUAL INCENTIVE PLAN, LONG-TERM CASH INCENTIVE PLAN OR
PERFORMANCE VESTING STOCK AWARD.
(DD)
"TAX" OR "TAXES" MEANS ALL TAXES, CHARGES, FEES,
LEVIES OR OTHER ASSESSMENTS AND IMPOSITIONS OF ANY KIND, PAYABLE TO ANY
GOVERNMENTAL ENTITY, INCLUDING, WITHOUT LIMITATION, ALL NET INCOME, PROFITS,
GROSS INCOME, ALTERNATIVE MINIMUM, PAYROLL, EMPLOYMENT, SOCIAL SECURITY,
MEDICARE, UNEMPLOYMENT, WITHHOLDING, DISABILITY, WORKERS' COMPENSATION, EXCISE,
OR OTHER TAXES OR FEES, ASSESSMENTS OR CHARGES OF ANY KIND WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, ALL INTEREST AND PENALTIES THEREON, AND ADDITIONS
TO TAX OR ADDITIONAL AMOUNTS IMPOSED BY ANY TAXING AUTHORITY.
(EE)
"TIER 1 PARTICIPANT" MEANS EACH OF THE CHIEF
EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF OPERATING OFFICER AND GENERAL
COUNSEL OF THE COMPANY.
(FF)
"TIER 2 PARTICIPANT" MEANS (I) ANY EXECUTIVE
OFFICER OF THE COMPANY (OTHER THAN A TIER 1 PARTICIPANT) REQUIRED TO FILE
REPORTS OF BENEFICIAL OWNERSHIP WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO SECTION 16(A) OF THE EXCHANGE ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER AND (II) ANY EMPLOYEE SELECTED BY THE COMMITTEE AS A
COVERED EMPLOYEE ELIGIBLE UNDER THIS PLAN (EMPLOYEES SELECTED BY THE
6
COMMITTEE WILL BE REFERRED TO AS "SELECTED TIER 2 PARTICIPANTS"). THE COMMITTEE
WILL SELECT SELECTED TIER 2 PARTICIPANTS ANNUALLY AT THE MEETING IN WHICH IT
SETS EXECUTIVE COMPENSATION FOR THE NEXT FISCAL YEAR. SELECTED TIER 2
PARTICIPANTS WILL REMAIN ELIGIBLE AS A PARTICIPANT UNDER THIS PLAN FOR THE
FISCAL YEAR FOR WHICH THE COMMITTEE APPROVED ELIGIBILITY. DURING THE FISCAL
YEAR, THE COMMITTEE MAY CHANGE THE STATUS OF A SELECTED TIER 2 PARTICIPANT IF HE
OR SHE HAS A CHANGE IN EMPLOYMENT STATUS (EXAMPLES:
REMOVAL FROM ELIGIBILITY
BECAUSE OF A DEMOTION OR ADDED AS ELIGIBLE BECAUSE OF A PROMOTION).
NOTWITHSTANDING THE FOREGOING, A SELECTED TIER 2 PARTICIPANT MAY NOT LOSE
COVERED EMPLOYEE STATUS AS