OF A PERFORMANCE UNIT AWARD SHALL BE SUCH PERIOD AS THE
COMMITTEE SHALL DETERMINE COMMENCING AS OF THE BEGINNING OF THE FISCAL YEAR OF
THE COMPANY IN WHICH SUCH GRANT IS MADE.
AN AWARD PERIOD MAY CONTAIN A NUMBER
OF PERFORMANCE PERIODS; EACH PERFORMANCE PERIOD SHALL COMMENCE ON OR AFTER THE
FIRST DAY OF THE AWARD PERIOD AND SHALL END NO LATER THAN THE LAST DAY OF THE
AWARD PERIOD.
IF THE COMMITTEE DOES NOT SPECIFY IN A PERFORMANCE UNIT AWARD
AGREEMENT OR ELSEWHERE THE PERFORMANCE PERIODS CONTAINED IN AN AWARD PERIOD,
EACH 12-MONTH PERIOD BEGINNING WITH THE FIRST DAY OF SUCH AWARD PERIOD SHALL BE
DEEMED TO BE A PERFORMANCE PERIOD.
(E)
EXCEPT AS OTHERWISE DETERMINED BY THE
COMMITTEE, PERFORMANCE UNITS SHALL BE CANCELLED IF THE PARTICIPANT'S CONTINUOUS
EMPLOYMENT WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES SHALL TERMINATE FOR ANY
REASON PRIOR TO THE END OF THE AWARD PERIOD, EXCEPT SOLELY BY REASON OF A PERIOD
OF RELATED EMPLOYMENT AS DEFINED IN SECTION 10, AND EXCEPT AS OTHERWISE
SPECIFIED IN THIS SECTION 8(E) OR IN SECTION 8(F).
NOTWITHSTANDING THE
FOREGOING AND WITHOUT REGARD TO SECTION 8(F), 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 UNITS 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
UNITS EQUAL TO THE PRODUCT OF (1) THE TARGET NUMBER OF PERFORMANCE UNITS FOR
SUCH AWARD, (2) THE VALUE OF A UNIT 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
A-17
PERFORMANCE PERIODS WITHIN SUCH AWARD PERIOD; PROVIDED, HOWEVER, THAT NO SUCH
CONTINUATION SHALL BE DEEMED TO HAVE OCCURRED FOR PURPOSES OF APPLYING SECTION
8(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 UNITS SHALL BE IMMEDIATELY CANCELED AND ANY PAYMENTS
MADE TO THE PARTICIPANT IN RESPECT OF SUCH CANCELED PERFORMANCE UNITS 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), A TRIGGER EVENT OCCURS, THEN WITH RESPECT
TO PERFORMANCE UNIT 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