THE FOREGOING AND WITHOUT REGARD TO SECTION 7(G), IF AN EMPLOYEE PARTICIPANT
SHALL:
(I)
WHILE IN SUCH EMPLOYMENT, DIE OR BECOME
DISABLED AS DESCRIBED IN SECTION 9 PRIOR TO THE END OF AN AWARD PERIOD, THE
PERFORMANCE SHARES FOR SUCH AWARD PERIOD SHALL BE IMMEDIATELY CANCELED AND HE,
OR HIS LEGAL REPRESENTATIVE, AS THE CASE MAY BE, SHALL RECEIVE AS SOON AS
ADMINISTRATIVELY FEASIBLE A PAYMENT IN RESPECT OF SUCH CANCELED PERFORMANCE
SHARES EQUAL TO THE PRODUCT OF (1) THE TARGET NUMBER OF PERFORMANCE SHARES FOR
SUCH AWARD, (2) THE MARKET VALUE OF A SHARE AT THE TIME OF THE DEATH OR
DISABILITY AND (3) A FRACTION, THE NUMERATOR OF WHICH IS EQUAL TO THE NUMBER OF
PERFORMANCE PERIODS WITHIN THE AWARD PERIOD DURING WHICH EMPLOYEE WAS
CONTINUOUSLY EMPLOYED BY THE COMPANY OR ITS SUBSIDIARIES (INCLUDING, FOR THIS
PURPOSE, THE PERFORMANCE PERIOD IN WHICH THE DEATH OR DISABILITY OCCURS), AND
THE DENOMINATOR OF WHICH IS EQUAL TO THE TOTAL NUMBER OF PERFORMANCE PERIODS
WITHIN SUCH AWARD PERIOD; PROVIDED, HOWEVER, THAT NO SUCH CONTINUATION
A-12
SHALL BE DEEMED TO HAVE OCCURRED FOR PURPOSES OF APPLYING SECTION 7(F) IN THE
EVENT OF AN ADVERSE CHANGE IN THE PLAN IN RESPECT OF THE PARTICIPANT FOLLOWING A
CHANGE IN CONTROL; OR
(II)
RETIRE PRIOR TO THE END OF THE AWARD
PERIOD, THE PERFORMANCE SHARES SHALL BE IMMEDIATELY CANCELED AND ANY PAYMENTS
MADE TO THE PARTICIPANT IN RESPECT OF SUCH CANCELED PERFORMANCE SHARES SHALL BE
IN THE SOLE DISCRETION OF THE COMMITTEE, AND
(F)
IF WITHIN 24 MONTHS AFTER A CHANGE IN
CONTROL AS DEFINED IN SECTION 11(A):
(I)
THERE IS A TERMINATION WITHOUT CAUSE, AS
DEFINED IN SECTION 12, OF THE EMPLOYMENT OF A PARTICIPANT;
(II)
THERE IS A CONSTRUCTIVE TERMINATION, AS
DEFINED IN SECTION 13, OF THE EMPLOYMENT OF A PARTICIPANT; OR
(III)
THERE OCCURS AN ADVERSE CHANGE IN THE PLAN,
AS DEFINED IN SECTION 14, IN RESPECT OF A PARTICIPANT (ANY SUCH OCCURRENCE UNDER
THE ABOVE CLAUSES (I), (II) OR (III), A "TRIGGER EVENT"), THEN
with respect to Performance Share Awards that were outstanding on the date of
the Change of Control (each, an "Applicable Award"), each such Award, to the
extent still outstanding at the time of the Trigger Event, shall be canceled
and, in respect of each Applicable Award (including those not still
outstanding), such participant shall be entitled to receive a cash payment equal
to the sum of the amounts calculated under (A) and (B) below, less any amounts,
if any, previously paid in respect of such Applicable Award (i.e., payments in
respect of Awards outstanding as of the Change of Control and subsequently paid
out by the Company prior to the applicable Trigger Event):
(A)
AN EMPLOYEE SHALL BE ENTITLED TO RECEIVE THE
FOLLOWING WITH RESPECT TO EACH APPLICABLE AWARD: THE PRODUCT OF (I) THE
APPLICABLE PERFORMANCE SHARES (AS DETERMINED BELOW), (II) 200% (REPRESENTING THE
APPLICABLE PERFORMANCE PERCENTAGE) AND (III) THE APPLICABLE SHARE VALUE (AS
DETERMINED BELOW).
FOR THIS PURPOSE, (I)
"APPLICABLE PERFORMANCE SHARES" IS
EQUAL TO