PERFORMANCE PERIOD IN WHICH THE SUCH EVENT
OCCURS.
7.
CHANGE IN CONTROL.
(A)
IF A QUALIFYING EVENT OCCURS WITH RESPECT TO A PARTICIPANT AFTER A CHANGE
IN CONTROL, THEN EACH AWARD HELD BY SUCH PARTICIPANT THAT WAS GRANTED PRIOR TO
THE CHANGE IN CONTROL SHALL BE CANCELED AND SUCH PARTICIPANT SHALL BE ENTITLED
TO RECEIVE IN RESPECT OF EACH SUCH CANCELED AWARD A PAYMENT EQUAL TO THE PRODUCT
OF (I) THE APPLICABLE TARGET UNITS, (II) THE APPLICABLE PERFORMANCE PERCENTAGE
AND (III) THE APPLICABLE ACTUAL VALUE.
FOR THIS PURPOSE, (A) THE "APPLICABLE
TARGET UNITS" IS EQUAL TO THE NUMBER OF TARGET UNITS FOR EACH CANCELED AWARD
MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF FULL MONTHS
THAT HAS ELAPSED SINCE THE FIRST DAY OF THE APPLICABLE AWARD PERIOD TO THE DATE
OF THE APPLICABLE QUALIFYING EVENT AND THE DENOMINATOR OF WHICH IS THE TOTAL
NUMBER OF MONTHS IN THE AWARD PERIOD, (B) THE "APPLICABLE PERFORMANCE
PERCENTAGE" IS EQUAL TO 100% AND (C) THE "APPLICABLE ACTUAL VALUE" IS EQUAL TO
THE GREATER OF THE ACTUAL VALUE
5
DETERMINED AS OF THE LAST DAY OF THE CALENDAR QUARTER ENDING PRIOR TO THE DATE
OF THE APPLICABLE QUALIFYING EVENT OR THE ACTUAL VALUE DETERMINED BY THE BOARD
IN CONNECTION WITH THE CHANGE IN CONTROL.
PAYMENT OF ANY AMOUNT IN RESPECT OF
AN AWARD AS DESCRIBED ABOVE IN THIS SECTION 7(A) SHALL BE MADE AS PROMPTLY AS
POSSIBLE AFTER THE OCCURRENCE OF THE QUALIFYING EVENT.
(B)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF, FOLLOWING A CHANGE IN
CONTROL, A PARTICIPANT'S EMPLOYMENT REMAINS CONTINUOUS THROUGH THE END OF AN
AWARD PERIOD, THEN THE PARTICIPANT SHALL BE PAID WITH RESPECT TO THOSE AWARDS
FOR WHICH HE WOULD HAVE BEEN PAID HAD THERE NOT BEEN A CHANGE IN CONTROL AND THE
EARNED PAYMENT SHALL BE DETERMINED IN ACCORDANCE WITH SECTION 5(C).
8.
AMENDMENTS OR TERMINATION.
THE BOARD MAY AMEND, ALTER OR DISCONTINUE THE
PLAN, BUT NO AMENDMENT, ALTERATION OR DISCONTINUATION SHALL BE MADE WHICH WOULD
IMPAIR ANY OF THE ACCRUED RIGHTS OR OBLIGATIONS UNDER ANY AWARD THERETOFORE
GRANTED TO A PARTICIPANT WITHOUT SUCH PARTICIPANT'S CONSENT; PROVIDED, HOWEVER,
THAT THE COMMITTEE MAY AMEND THE PLAN IN SUCH MANNER AS IT DEEMS NECESSARY TO
PERMIT THE GRANTING OF AWARDS MEETING THE REQUIREMENTS OF THE CODE OR OTHER
APPLICABLE LAWS.
9.
NO RIGHT TO EMPLOYMENT.
NEITHER THE PLAN NOR ANY ACTION TAKEN HEREUNDER
SHALL BE CONSTRUED AS GIVING ANY PARTICIPANT OR OTHER PERSON ANY RIGHT TO
CONTINUE TO BE EMPLOYED BY, OR TO CONTINUE TO PERFORM SERVICES FOR, THE COMPANY
OR ANY SUBSIDIARY, AND THE RIGHT TO TERMINATE THE EMPLOYMENT OF OR PERFORMANCE
OF SERVICES BY ANY PARTICIPANT AT ANY TIME AND FOR ANY REASON IS SPECIFICALLY
RESERVED TO THE COMPANY AND ITS SUBSIDIARIES.
10.
NONTRANSFERABILITY OF AWARDS.
AN AWARD SHALL NOT BE TRANSFERABLE OR
ASSIGNABLE BY THE PARTICIPANT OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT
AND DISTRIBUTION.
11.
REDUCTION OF AWARDS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE
COMMITTEE, IN ITS SOLE