Performance Unit Award Agreement
The material terms of the CEOs Performance Unit Award Agreement are described beginning on page 37.
In the event of a change of control, 40,000 performance units will become immediately vested, subject to certain adjustments for stock dividends
and other fundamental corporate transactions. The definition of a change of control is the same definition used for the ORP, as described above.
If Mr. Harrisons employment terminates for any reason other than a change of control (including death or disability), all unvested performance units
will lapse and be forfeited.
Annual Bonus Plan
The Annual Bonus Plan, the material terms of which are described beginning on page 32, provides for certain payments to the named executive officers in the
event of a termination of their employment or a change of control.
In the event of total disability, retirement or death of a participant during any
fiscal year, a participant (or the participants estate) is entitled to a
pro-rata
bonus based on the portion of the fiscal year completed by the participant and the actual overall goal achievement factor
attained for that year.
In the event of a change of control, each participant is entitled to a
pro-rata
portion of the participants target award under the Annual Bonus Plan, based on the portion of the year completed.
The term retirement is defined in the Annual Bonus Plan as a participants termination of employment other than on account of death and
(i) after attaining age 60, (ii) after attaining age 55 and completing 20 years of service or (iii) as the result of total disability. The definition of a change of control is the same definition used for the ORP, as described
above.
Long-Term Performance Plan
The
Long-Term Performance Plan, the material terms of which are described beginning on page 35, also provides for certain payments to the named executive officers in the event of a termination of their employment or a change of control.
In the event of the total disability, retirement or death of a participant after the completion of the first year of a performance period but prior to the end
of a performance period, and in the event of the subsequent attainment of the performance goals applicable to such participant, a participant (or the participants estate) is entitled to a
pro-rata
award
based on the portion of the performance period completed by the participant.
In the event of a change of control, each participant is entitled
to a
pro-rata
portion of the participants target award for the performance period, based on the portion of the performance period completed.
The definition of retirement is the same definition used for the Annual Bonus Plan, as described above. The definition of a change of
control is the same definition used for the ORP, as described above.
Long-Term Performance Equity Plan
The Long-Term Performance Equity Plan, the material terms of which are described on page 38, also provides for certain payments to Mr. Harrison in the
event of a termination of his employment or a change of control.
In the event of Mr. Harrisons total disability, retirement or death of a
participant after the completion of the first year of a performance period but prior to the end of a performance period, and in the event of the subsequent attainment of the performance goals applicable to such participant, Mr. Harrison (or his
estate) is entitled to a
pro-rata
award based on the portion of the performance period completed by him.
In the
event of a change of control, Mr. Harrison is entitled to a
pro-rata
portion of his target award for the performance period, based on the portion of the performance period completed.
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