For purposes of this Award Notice, the term Disability means total disability entitling you to benefits under the Companys long-term disability plan, as in effect from time to time, and the term Good Reason shall have such meaning as set forth in the Employment Agreement between you and the Company as amended and restated from time to time.
CHANGE IN CONTROL AND CHANGE IN OWNERSHIP
If there occurs a Change in Control or Change in Ownership and you would have been eligible for treatment afforded by Paragraph 21 of the Plan but for the fact that you have received a Performance-Based Award rather than a Stock Option or Restricted Stock, Paragraph 21 of the Plan shall apply to you in the manner described in this section.
You shall receive Performance Shares free of all restrictions as soon as practicable following the Acceleration Date but, in all events, on or before the 15th day of the third month of the calendar year following the calendar year in which occurs the Acceleration Date. The number of Performance Shares you shall receive shall be determined in accordance with the provisions of this Award Notice but shall be determined as if the Acceleration Date were the last day of the Performance Period.
RIGHTS AS A STOCKHOLDER
You shall not be, nor have any of the rights or privileges of, a stockholder of the Company until the Performance Shares have been awarded hereunder and a stock certificate is issued to you related thereto. Thus, you shall be not entitled to vote any shares subject to this award, or receive any cash dividends, until the Performance Shares have been awarded hereunder and a stock certificate issued to you related thereto.
ADMINISTRATION OF THE PLAN; AUTHORITY OF THE COMMITTEE
The Plan shall be administered by the Committee. The Committee has the authority, in its sole discretion, to interpret the Plan and all awards thereunder, to establish, amend and rescind rules and regulations relating to the Plan, and to make any determination it believes necessary or advisable for the administration of the Plan. The scope of the Committees authority is more fully described in the Plan. All decisions of the Committee in the administration of the Plan are conclusive and binding on you.
If (1) in the opinion of the Committee, you, without the written consent of the Company, engage directly or indirectly in any manner or capacity as principal, agent, partner, officer, director, employee, owner, promoter or otherwise, in any business or activity competitive with the business conducted by the Company or any Subsidiary, or (2) you perform any act or engage in any activity which in the opinion of the Committee is inimical to the best interests of the Company, your Performance-Based Award and rights hereunder shall be deemed forfeited and canceled.
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