YOU [SHARES OF COMMON STOCK] IN [CASH]
AN AMOUNT EQUAL TO THE PRODUCT OF (1) AND (2) WHERE (1) IS THE AMOUNT YOU WOULD
HAVE RECEIVED UNDER THE AGREEMENT IF YOU HAD NOT SEPARATED FROM SERVICE WITH THE
COMPANY GROUP BEFORE THE END OF THE PERFORMANCE PERIOD AND (2) IS A FRACTION,
THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS FROM THE BEGINNING OF THE
PERFORMANCE PERIOD THROUGH THE DATE YOU SEPARATED FROM SERVICE WITH THE COMPANY
GROUP AND THE DENOMINATOR OF WHICH IS THE NUMBER OF DAYS IN THE PERFORMANCE
PERIOD. ANY AMOUNT PAYABLE PURSUANT TO THIS SECTION 4.4 WILL BE PAID [BY THE
EMPLOYER] TO YOU ON THE PAYMENT DATE. SUCH PAYMENT WILL BE MADE TO YOU IN
EXCHANGE FOR THE PERFORMANCE UNITS AND THEREAFTER YOU SHALL HAVE NO FURTHER
RIGHTS WITH RESPECT TO SUCH PERFORMANCE UNITS OR THE AGREEMENT AND THE COMPANY
GROUP WILL HAVE NO FURTHER OBLIGATIONS TO YOU PURSUANT TO THE PERFORMANCE UNITS
OR THE AGREEMENT. FOR PURPOSES OF THIS SECTION 4.4 "RETIREMENT" MEANS THE
VOLUNTARY TERMINATION OF YOUR EMPLOYMENT RELATIONSHIP WITH THE COMPANY GROUP ON
OR AFTER THE DATE ON WHICH (A) YOU ARE AGE 65 OR (B) YOU ARE AGE 55 AND HAVE
FIVE YEARS OF SERVICE WITH THE COMPANY GROUP.
5.
TAX WITHHOLDING. TO THE EXTENT THAT [THE ISSUANCE OF SHARES][ANY
PAYMENT] PURSUANT TO THE AGREEMENT RESULTS IN INCOME, WAGES OR OTHER
COMPENSATION TO YOU FOR ANY INCOME, EMPLOYMENT OR OTHER TAX PURPOSES WITH
RESPECT TO WHICH THE COMPANY OR THE [LEGAL ENTITY THAT IS A MEMBER OF THE
COMPANY GROUP AND THAT IS CLASSIFIED AS YOUR EMPLOYER (THE
"EMPLOYER")][EMPLOYER] HAS A WITHHOLDING OBLIGATION, YOU SHALL DELIVER TO THE
COMPANY [OR THE EMPLOYER] AT THE TIME OF SUCH RECEIPT OR [ISSUANCE][PAYMENT], AS
THE CASE MAY BE, SUCH AMOUNT OF MONEY AS THE COMPANY OR THE EMPLOYER MAY REQUIRE
TO MEET ITS OBLIGATION UNDER APPLICABLE TAX LAWS OR REGULATIONS, AND, IF YOU
FAIL TO DO SO, THE COMPANY [OR THE EMPLOYER] IS AUTHORIZED TO WITHHOLD FROM [ANY
PAYMENT UNDER] THE [SHARES][AGREEMENT] OR FROM ANY CASH OR STOCK REMUNERATION OR
OTHER PAYMENT THEN OR THEREAFTER PAYABLE TO YOU [BY THE COMPANY OR THE EMPLOYER]
ANY TAX REQUIRED TO BE WITHHELD BY REASON OF SUCH TAXABLE INCOME, WAGES OR
COMPENSATION [INCLUDING (WITHOUT LIMITATION) SHARES OF COMMON STOCK SUFFICIENT
TO SATISFY THE WITHHOLDING OBLIGATION BASED ON THE LAST PER SHARE SALES PRICE OF
THE COMMON STOCK FOR THE TRADING DAY IMMEDIATELY PRECEDING THE DATE THAT THE
WITHHOLDING OBLIGATION ARISES, AS REPORTED IN THE NEW YORK STOCK EXCHANGE
COMPOSITE TRANSACTIONS.]
3
6.
NONTRANSFERABILITY. THE PERFORMANCE UNITS AND YOUR RIGHTS UNDER
THIS AGREEMENT MAY NOT BE SOLD, ASSIGNED, PLEDGED, EXCHANGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED, ENCUMBERED OR DISPOSED OF. ANY SUCH ATTEMPTED SALE,
ASSIGNMENT, PLEDGE, EXCHANGE, HYPOTHECATION, TRANSFER, ENCUMBRANCE OR
DISPOSITION IN VIOLATION OF THIS AGREEMENT SHALL BE VOID AND THE COMPANY GROUP
SHALL NOT BE BOUND THEREBY.
7.
CAPITAL ADJUSTMENTS AND REORGANIZATIONS. THE EXISTENCE OF THE
PERFORMANCE UNITS SHALL NOT AFFECT IN ANY WAY THE RIGHT