SHARES OF STOCK
REPRESENTED BY PERFORMANCE SHARE AWARDS UNTIL THE DATE OF THE ISSUANCE OF SUCH
SHARES, IF ANY (AS EVIDENCED BY THE APPROPRIATE ENTRY ON THE BOOKS OF THE
COMPANY OR OF A DULY AUTHORIZED TRANSFER AGENT OF THE COMPANY).
HOWEVER, THE
COMMITTEE, IN ITS DISCRETION, MAY PROVIDE IN THE AWARD AGREEMENT EVIDENCING ANY
PERFORMANCE SHARE AWARD THAT THE PARTICIPANT SHALL BE ENTITLED TO RECEIVE
DIVIDEND EQUIVALENTS WITH RESPECT TO THE PAYMENT OF CASH DIVIDENDS ON STOCK
DURING THE PERIOD BEGINNING ON THE DATE THE AWARD IS GRANTED AND ENDING, WITH
RESPECT TO THE PARTICULAR SHARES SUBJECT TO THE AWARD, ON THE EARLIER OF THE
DATE ON WHICH THE PERFORMANCE SHARES ARE SETTLED OR THE DATE ON WHICH THEY ARE
FORFEITED.
SUCH DIVIDEND EQUIVALENTS, IF ANY, SHALL BE CREDITED TO THE
PARTICIPANT IN THE FORM OF ADDITIONAL WHOLE PERFORMANCE SHARES AS OF THE DATE OF
PAYMENT OF SUCH CASH DIVIDENDS ON STOCK.
THE NUMBER OF ADDITIONAL PERFORMANCE
SHARES (ROUNDED TO THE NEAREST WHOLE NUMBER) TO BE SO CREDITED SHALL BE
DETERMINED BY DIVIDING (A) THE AMOUNT OF CASH DIVIDENDS PAID ON THE DIVIDEND
PAYMENT DATE WITH RESPECT TO THE NUMBER OF SHARES OF STOCK REPRESENTED BY THE
PERFORMANCE SHARES PREVIOUSLY CREDITED TO THE PARTICIPANT BY (B) THE FAIR MARKET
VALUE PER SHARE OF STOCK ON SUCH DATE.
DIVIDEND EQUIVALENTS MAY BE PAID
CURRENTLY OR MAY BE ACCUMULATED AND PAID TO THE EXTENT THAT PERFORMANCE SHARES
BECOME NONFORFEITABLE, AS DETERMINED BY THE COMMITTEE.
SETTLEMENT OF DIVIDEND
EQUIVALENTS MAY BE MADE IN CASH, SHARES OF STOCK, OR A COMBINATION THEREOF AS
DETERMINED BY THE COMMITTEE, AND MAY BE PAID ON THE SAME BASIS AS SETTLEMENT OF
THE RELATED PERFORMANCE SHARE AS PROVIDED IN SECTION 10.5.
DIVIDEND EQUIVALENTS
SHALL NOT BE PAID WITH RESPECT TO PERFORMANCE UNITS.
IN THE EVENT OF A DIVIDEND
OR DISTRIBUTION PAID IN SHARES OF STOCK OR OTHER PROPERTY OR ANY OTHER
ADJUSTMENT MADE UPON A CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY AS
DESCRIBED IN SECTION 4.4, APPROPRIATE ADJUSTMENTS SHALL BE MADE IN THE
PARTICIPANT'S PERFORMANCE SHARE AWARD SO THAT IT REPRESENTS THE RIGHT TO RECEIVE
UPON SETTLEMENT ANY AND ALL NEW, SUBSTITUTED OR ADDITIONAL SECURITIES OR OTHER
PROPERTY (OTHER THAN NORMAL CASH DIVIDENDS) TO WHICH THE PARTICIPANT WOULD
ENTITLED BY REASON OF THE SHARES OF STOCK ISSUABLE UPON SETTLEMENT OF THE
PERFORMANCE SHARE AWARD, AND ALL SUCH NEW, SUBSTITUTED OR ADDITIONAL SECURITIES
OR OTHER PROPERTY SHALL BE IMMEDIATELY SUBJECT TO THE SAME PERFORMANCE GOALS AS
ARE APPLICABLE TO THE AWARD.
10.7
EFFECT OF TERMINATION OF SERVICE.
UNLESS OTHERWISE PROVIDED BY THE
COMMITTEE AND SET FORTH IN THE AWARD AGREEMENT EVIDENCING A PERFORMANCE AWARD,
THE EFFECT OF A PARTICIPANT'S TERMINATION OF SERVICE ON THE PERFORMANCE AWARD
SHALL BE AS FOLLOWS:
(A)
DEATH, DISABILITY OR RETIREMENT.
IF THE PARTICIPANT'S SERVICE
TERMINATES BECAUSE OF THE DEATH, DISABILITY OR RETIREMENT OF THE PARTICIPANT
BEFORE THE COMPLETION OF THE PERFORMANCE PERIOD APPLICABLE TO THE PERFORMANCE
AWARD, THE FINAL VALUE OF THE PARTICIPANT'S PERFORMANCE AWARD SHALL BE
DETERMINED BY THE EXTENT