PERFORMANCE SHARES, PERFORMANCE UNITS AND OTHER
AWARDS (IF PERFORMANCE-BASED) SHALL VEST ON A PRO RATA MONTHLY BASIS, INCLUDING
FULL CREDIT FOR PARTIAL MONTHS ELAPSED, AND WILL BE PAID (A) BASED ON THE LEVEL
OF PERFORMANCE ACHIEVED AS OF THE DATE OF THE CHANGE IN CONTROL, IF
DETERMINABLE, OR (B) AT THE TARGET LEVEL, IF NOT DETERMINABLE.
THE AMOUNT OF
THE VESTED AWARD MAY BE COMPUTED UNDER THE FOLLOWING FORMULA:
TOTAL AWARD
NUMBER OF SHARES TIMES (NUMBER OF FULL MONTHS ELAPSED IN SHORTEST POSSIBLE
VESTING PERIOD DIVIDED BY NUMBER OF FULL MONTHS IN SHORTEST POSSIBLE VESTING
PERIOD) TIMES PERCENT PERFORMANCE LEVEL ACHIEVED IMMEDIATELY PRIOR TO THE
SPECIFIED EFFECTIVE DATE OF THE CHANGE IN CONTROL.
WITH RESPECT TO PARAGRAPHS (I) AND (II) OF SECTION 19(A) ABOVE, THE AWARD
AGREEMENT MAY PROVIDE THAT ANY REPLACEMENT AWARDS WILL BECOME IMMEDIATELY
EXERCISABLE OR ANY PERIOD OF RESTRICTION SHALL LAPSE IN THE EVENT OF
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A TERMINATION OF EMPLOYMENT BY THE PARTICIPANT FOR "GOOD REASON" AS SUCH TERM IS
DEFINED IN ANY EMPLOYMENT AGREEMENT OR SEVERANCE AGREEMENT OR POLICY APPLICABLE
TO SUCH PARTICIPANT.
B)
CASH-OUT AND TERMINATION OF UNDERWATER OPTIONS/SARS.
THE
COMMITTEE MAY, IN ITS SOLE DISCRETION, PROVIDE THAT (I) ALL OUTSTANDING OPTIONS
AND SARS SHALL BE TERMINATED UPON THE OCCURRENCE OF A CHANGE IN CONTROL AND THAT
EACH PARTICIPANT SHALL RECEIVE, WITH RESPECT TO EACH SHARE SUBJECT TO SUCH
OPTIONS OR SARS, AN AMOUNT IN CASH EQUAL TO THE EXCESS OF THE FAIR MARKET VALUE
OF A SHARE IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE CHANGE IN CONTROL OVER THE
OPTION EXERCISE PRICE OR THE SAR GRANT PRICE; AND (II) OPTIONS AND SARS
OUTSTANDING AS OF THE DATE OF THE CHANGE IN CONTROL MAY BE CANCELLED AND
TERMINATED WITHOUT PAYMENT THEREFORE IF THE FAIR MARKET VALUE OF A SHARE AS OF
THE DATE OF THE CHANGE IN CONTROL IS LESS THAN THE OPTION EXERCISE PRICE OR THE
SAR GRANT PRICE.
C)
SUBSIDIARY DISPOSITION.
THE COMMITTEE SHALL HAVE THE AUTHORITY,
EXERCISABLE EITHER IN ADVANCE OF ANY ACTUAL OR ANTICIPATED SUBSIDIARY
DISPOSITION OR AT THE TIME OF AN ACTUAL SUBSIDIARY DISPOSITION AND EITHER AT THE
TIME OF THE GRANT OF AN AWARD OR AT ANY TIME WHILE AN AWARD REMAINS OUTSTANDING,
TO PROVIDE FOR THE AUTOMATIC FULL VESTING AND EXERCISABILITY OF ONE OR MORE
OUTSTANDING UNVESTED AWARDS UNDER THE PLAN AND THE TERMINATION OF RESTRICTIONS
ON TRANSFER AND REPURCHASE OR FORFEITURE RIGHTS ON SUCH AWARDS, IN CONNECTION
WITH A SUBSIDIARY DISPOSITION, BUT ONLY WITH RESPECT TO THOSE PARTICIPANTS WHO
ARE AT THE TIME ENGAGED PRIMARILY IN CONTINUOUS SERVICE WITH THE SUBSIDIARY
INVOLVED IN SUCH SUBSIDIARY DISPOSITION.
THE COMMITTEE ALSO SHALL HAVE THE
AUTHORITY TO CONDITION ANY SUCH AWARD VESTING AND EXERCISABILITY OR RELEASE FROM
SUCH LIMITATIONS UPON THE SUBSEQUENT TERMINATION OF THE AFFECTED PARTICIPANT'S
CONTINUOUS SERVICE WITH THAT SUBSIDIARY WITHIN A SPECIFIED PERIOD FOLLOWING THE
EFFECTIVE DATE OF THE SUBSIDIARY DISPOSITION.
THE COMMITTEE MAY PROVIDE THAT
ANY AWARDS SO VESTED OR RELEASED FROM SUCH LIMITATIONS IN CONNECTION WITH A
SUBSIDIARY DISPOSITION, SHALL REMAIN FULLY EXERCISABLE UNTIL