TO
IT IN THE PLAN.
(V)
GOOD REASON.
EXCEPT IN CIRCUMSTANCES IN
WHICH THE PROVISIONS OF SECTION 5(C)(VI) APPLY, "GOOD REASON" SHALL MEAN THE
PARTICIPANT'S RESIGNATION OF EMPLOYMENT IN CONNECTION WITH OR BASED UPON (A) A
MATERIAL DIMINUTION IN PARTICIPANT'S RESPONSIBILITIES, DUTIES OR AUTHORITY;
(B) A MATERIAL DIMINUTION IN PARTICIPANT'S BASE COMPENSATION; (C) ASSIGNMENT OF
PARTICIPANT TO A PRINCIPAL OFFICE LOCATED BEYOND A 50-MILE RADIUS OF
PARTICIPANT'S THEN CURRENT WORK PLACE, OR (D) A MATERIAL BREACH BY COMPANY OF
ANY MATERIAL PROVISION OF THIS AWARD AGREEMENT, IN EACH CASE WITHOUT THE
PARTICIPANT'S WRITTEN CONSENT, BUT ONLY IF: THE PARTICIPANT PROVIDES COMPANY
WITH WRITTEN NOTICE OF THE EXISTENCE OF ONE OR MORE OF THE AFOREMENTIONED
CONDITIONS AND HIS INTENTION TO RESIGN FOR GOOD REASON BASED THEREON; SUCH
NOTICE IS DELIVERED TO THE COMPANY WITHIN 60 DAYS AFTER THE INITIAL EXISTENCE OF
ANY SUCH CONDITION(S); AND THE COMPANY FAILS TO REMEDY EACH SUCH CONDITION
CONSTITUTING THE BASIS FOR SUCH GOOD REASON RESIGNATION (AS DESCRIBED IN THE
PARTICIPANT'S NOTICE) WITHIN 30 DAYS OF THE DATE OF THAT NOTICE.
FOR PURPOSES
OF THIS AWARD AGREEMENT, IF THE COMPANY DOES NOT REMEDY THE
CONDITION(S) CONSTITUTING THE STATED BASIS FOR THE GOOD REASON RESIGNATION
WITHIN SUCH 30 DAY PERIOD, THE PARTICIPANT'S EMPLOYMENT WITH COMPANY SHALL
TERMINATE ON THE DATE THAT IS 31 DAYS FOLLOWING THE DATE OF PARTICIPANT'S
NOTICE.
(VI)
ALTERNATE DEFINITIONS.
IF AT ANY TIME ON THE
DATE OF THE PARTICIPANT'S TERMINATION, ALL OF THE PRINCIPAL TERMS OF
PARTICIPANT'S EMPLOYMENT WITH THE COMPANY ARE SUBJECT TO AN EMPLOYMENT AGREEMENT
THAT DEFINES "CAUSE" AND/OR "GOOD REASON" (OR A TERM THAT IS SUBSTANTIALLY
SIMILAR IN FUNCTION) WITH RESPECT TO AN EVENT OF TERMINATION OF EMPLOYMENT, THEN
THE TERM "GOOD REASON" OR "CAUSE", AS THE CASE MAY BE, AS USED IN THIS AWARD
AGREEMENT SHALL HAVE THE MEANING, AND SHALL BE SUBJECT TO CONDITIONS AND
REQUIREMENTS AS PRESCRIBED FOR "GOOD REASON" OR "CAUSE", AS THE CASE MAY BE (OR
THE TERM THAT IS SUBSTANTIALLY SIMILAR IN FUNCTION) AS PROVIDED IN THAT
EMPLOYMENT AGREEMENT, BUT ONLY IF APPLYING SUCH MEANING AND SUCH PROVISIONS
UNDER THIS AWARD AGREEMENT WOULD NOT HAVE ANY ADVERSE EFFECT UNDER SECTION 409A
OF THE CODE AND ONLY IF AND AS THE COMMITTEE SO CHOOSES AND DETERMINES IN ITS
SOLE DISCRETION.
6.
COMMITTEE DETERMINATIONS.
(A)
CERTIFICATION REQUIREMENT.
NO SHARES OF RESTRICTED
STOCK OR ANY RIGHTS TO DIVIDENDS ACCRUED ON SUCH RESTRICTED STOCK SHALL VEST
UNLESS THE COMMITTEE CERTIFIES IN WRITING THAT THE
3
PERFORMANCE GOAL AND ALL OTHER APPLICABLE CONDITIONS AND REQUIREMENTS OF THIS
AWARD AGREEMENT AND THE PLAN HAVE BEEN SATISFIED AND THE RESULTING NUMBER OF
SHARES OF RESTRICTED STOCK THAT VESTED UNDER THIS AWARD AGREEMENT.
(B)
CERTIFICATION DATE.
"CERTIFICATION DATE" MEANS THE DATE
THE COMMITTEE MAKES THE CERTIFICATION DESCRIBED IN SECTION 6(A) OR DETERMINES
THE REQUIREMENTS FOR SUCH CERTIFICATION HAVE NOT BEEN OR CANNOT BE MET, WHICH
DATE SHALL BE NO LATER THAN 2 1/2 MONTHS FROM THE LAST DAY OF THE PERFORMANCE
PERIOD; PROVIDED, HOWEVER, THAT IF THE PERFORMANCE GOAL IS ACHIEVED