OF 1/8 OF
THE TOTAL NUMBER OF OUTPERFORM STOCK OPTIONS (ROUNDED TO THE NEAREST WHOLE
SHARE) ON THE LAST DAY OF EACH THREE (3) CALENDAR MONTHS AFTER THE FIRST
ANNIVERSARY OF THE AWARD DATE, SUCH THAT THE LAST 1/8 OF THE OUTPERFORM STOCK
OPTIONS UNDER THE AWARD WILL BECOME FULLY VESTED ON THE DAY PRECEDING THE SECOND
ANNIVERSARY OF THE AWARD DATE.
SUBJECT TO THE PROVISIONS OF SECTION 2.3(B)(II),
VESTED OUTPERFORM STOCK OPTIONS SHALL BE FULLY EXERCISABLE AS OF AND AFTER THE
VESTING DATE.
(II) NOTWITHSTANDING THE FOREGOING, FOR GRANTEES THAT HAVE THE
TITLE OF SENIOR VICE PRESIDENT OR HIGHER, A PORTION OF THE OUTPERFORM STOCK
OPTIONS GRANTED PURSUANT TO AN AWARD LETTER WILL NOT BE FULLY EXERCISABLE UNTIL
THE FULL VESTING DATE WITH RESPECT TO THE AWARD (THAT IS, THE SECOND ANNIVERSARY
OF THE AWARD DATE).
THE AWARD LETTER WILL INDICATE THE NUMBER OF OUTPERFORM
STOCK OPTIONS THAT ARE SUBJECT TO THE FURTHER RESTRICTION ON EXERCISE CONTAINED
IN THIS SECTION 2.3(B)(II) (THE "LIMITED EXERCISE NUMBER").
(C)
FOR PURPOSES OF THIS AGREEMENT, THE "FULL VESTING DATE" SHALL MEAN
THE SECOND ANNIVERSARY OF THE AWARD DATE.
2.4.
ACCELERATED VESTING AND EXERCISABILITY.
(A)
NOTWITHSTANDING ANYTHING HEREIN OR IN THE PLAN TO THE CONTRARY, IN
THE EVENT THAT THE GRANTEE DIES, RETIRES (IN ACCORDANCE WITH THE COMPANY'S
RETIREMENT BENEFIT), OR SUFFERS A "PERMANENT TOTAL DISABILITY" (AS DEFINED IN
THE FOLLOWING SENTENCE), EACH AWARD AND ALL OUTPERFORM STOCK OPTIONS THEREUNDER
SHALL THEREUPON BECOME FULLY VESTED AND FULLY EXERCISABLE.
2
THE GRANTEE SHALL BE CONSIDERED TO HAVE SUFFERED A PERMANENT TOTAL DISABILITY IF
THE COMMITTEE DETERMINES THAT THE GRANTEE IS PERMANENTLY UNABLE TO EARN ANY
WAGES IN THE SAME OR OTHER EMPLOYMENT.
(B)
NOTWITHSTANDING ANYTHING HEREIN OR IN THE PLAN TO THE CONTRARY,
AND IN ACCORDANCE WITH THE AUTHORITY GRANTED TO THE COMMITTEE IN
SECTION 9.2(B) OF THE PLAN, ON THE EFFECTIVE DATE OF A "CHANGE IN CONTROL" (AS
DEFINED IN THE PLAN), (I) EACH AWARD SHALL BE CANCELED AS TO ANY UNEXERCISED
OUTPERFORM STOCK OPTIONS, AND (II) THE COMPANY OR ITS SUCCESSOR SHALL PAY TO THE
GRANTEE IN CONSIDERATION THEREOF AN AMOUNT OF CASH EQUAL TO THE VALUE OF ANY
UNEXERCISED OUTPERFORM STOCK OPTIONS (REGARDLESS OF WHETHER THE OUTPERFORM STOCK
OPTIONS WERE THERETOFORE VESTED), ASSUMING FOR THIS PURPOSE THAT EACH OUTPERFORM
STOCK OPTION HAD BEEN EXERCISED AT THE PRICE AND ON THE DAY DURING THE PRIOR
60-DAY PERIOD ENDING ON THE EFFECTIVE DATE OF THE CHANGE IN CONTROL WHICH
PRODUCES THE HIGHEST SUCH VALUE, AND (III) ANY REQUIRED WITHHOLDING RELATED TO
SUCH PAYMENT SHALL BE SATISFIED BY WITHHOLDING THE APPROPRIATE AMOUNT OF CASH
FROM SUCH PAYMENT.
2.5.
EXERCISE.
SUBJECT TO THE LIMITATIONS IN SECTIONS 2.2 AND 2.3
HEREOF, EACH OUTPERFORM STOCK OPTION WHICH IS VESTED AND EXERCISABLE MAY BE
EXERCISED BY THE GRANTEE, IN WHOLE OR IN PART, BY WRITTEN, ELECTRONIC, OR
TELEPHONIC NOTICE TO THE COMPANY OR ITS DESIGNATED AGENT, IN THE FORM AS MAY BE
APPROVED FROM TIME TO TIME BY THE COMMITTEE.
THE NOTICE MUST BE DELIVERED OR
MADE BY