AND ALL NEW, SUBSTITUTED OR ADDITIONAL SECURITIES OR OTHER
PROPERTY (OTHER THAN NORMAL CASH DIVIDENDS) TO WHICH THE PARTICIPANT WOULD BE
ENTITLED BY REASON OF THE SHARES OF STOCK ISSUABLE UPON SETTLEMENT OF THE AWARD,
AND ALL SUCH NEW, SUBSTITUTED OR ADDITIONAL SECURITIES OR OTHER PROPERTY SHALL
BE IMMEDIATELY SUBJECT TO THE SAME VESTING CONDITIONS AS ARE APPLICABLE TO THE
AWARD.
A-21
(E)
EFFECT OF TERMINATION OF SERVICE. UNLESS RELATED TO DEATH,
DISABILITY, RETIREMENT OR CHANGE IN CONTROL AND (I) OTHERWISE PROVIDED BY THE
COMMITTEE IN THE GRANT OF A RESTRICTED STOCK UNIT AWARD AND SET FORTH IN THE
AWARD AGREEMENT OR (II) DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION AFTER
THE DATE OF GRANT, IF A PARTICIPANT'S SERVICE TERMINATES FOR ANY REASON, WHETHER
VOLUNTARY OR INVOLUNTARY (INCLUDING THE PARTICIPANT'S DEATH, DISABILITY OR
RETIREMENT), THEN THE PARTICIPANT SHALL FORFEIT TO THE COMPANY ANY RESTRICTED
STOCK UNITS PURSUANT TO THE AWARD WHICH REMAIN SUBJECT TO VESTING CONDITIONS AS
OF THE DATE OF THE PARTICIPANT'S TERMINATION OF SERVICE.
(F)
SETTLEMENT OF RESTRICTED STOCK UNIT AWARDS. THE COMPANY SHALL
ISSUE TO A PARTICIPANT ON THE DATE ON WHICH RESTRICTED STOCK UNITS SUBJECT TO
THE PARTICIPANT'S RESTRICTED STOCK UNIT AWARD VEST OR ON SUCH OTHER DATE
DETERMINED BY THE COMMITTEE, IN ITS DISCRETION, AND SET FORTH IN THE AWARD
AGREEMENT ONE (1) SHARE OF STOCK (AND/OR ANY OTHER NEW, SUBSTITUTED OR
ADDITIONAL SECURITIES OR OTHER PROPERTY PURSUANT TO AN ADJUSTMENT DESCRIBED IN
SECTION 9(D)) FOR EACH RESTRICTED STOCK UNIT THEN BECOMING VESTED OR OTHERWISE
TO BE SETTLED ON SUCH DATE, SUBJECT TO THE WITHHOLDING OF APPLICABLE TAXES.
NOTWITHSTANDING THE FOREGOING, IF PERMITTED BY THE COMMITTEE AND SET FORTH IN
THE AWARD AGREEMENT, AND SUBJECT TO SECTION 409A OF THE CODE, THE PARTICIPANT
MAY ELECT IN ACCORDANCE WITH TERMS SPECIFIED IN THE AWARD AGREEMENT TO DEFER
RECEIPT OF ALL OR ANY PORTION OF THE SHARES OF STOCK OR OTHER PROPERTY OTHERWISE
ISSUABLE TO THE PARTICIPANT PURSUANT TO THIS SECTION.
(G)
NONTRANSFERABILITY OF RESTRICTED STOCK UNIT AWARDS. PRIOR TO THE
ISSUANCE OF SHARES OF STOCK IN SETTLEMENT OF A RESTRICTED STOCK UNIT AWARD, THE
AWARD SHALL NOT BE SUBJECT IN ANY MANNER TO ANTICIPATION, ALIENATION, SALE,
EXCHANGE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE, OR GARNISHMENT BY CREDITORS
OF THE PARTICIPANT OR THE PARTICIPANT'S BENEFICIARY, EXCEPT TRANSFER BY WILL OR
BY THE LAWS OF DESCENT AND DISTRIBUTION. ALL RIGHTS WITH RESPECT TO A RESTRICTED
STOCK UNIT AWARD GRANTED TO A PARTICIPANT HEREUNDER SHALL BE EXERCISABLE DURING
HIS OR HER LIFETIME ONLY BY SUCH PARTICIPANT OR THE PARTICIPANT'S GUARDIAN OR
LEGAL REPRESENTATIVE.
SECTION 10.
TERMS AND CONDITIONS OF PERFORMANCE AWARDS.
(A)
TYPES OF PERFORMANCE AWARDS AUTHORIZED. PERFORMANCE AWARDS MAY BE
IN THE FORM OF EITHER PERFORMANCE SHARES OR PERFORMANCE UNITS. EACH AWARD
AGREEMENT EVIDENCING A PERFORMANCE AWARD SHALL SPECIFY THE NUMBER OF PERFORMANCE
SHARES OR PERFORMANCE UNITS SUBJECT THERETO, THE PERFORMANCE AWARD FORMULA, THE
PERFORMANCE GOAL(S) AND PERFORMANCE PERIOD APPLICABLE TO THE AWARD, AND THE
OTHER TERMS, CONDITIONS AND RESTRICTIONS OF THE AWARD.
(B)
VALUE OF PERFORMANCE SHARES