Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Committee and will clearly set forth:

the specific reasons for the denial,

If your claim is denied, in whole or in part, the notice denying your claim will set forth the specific reason or reasons for the denial; specific reference to pertinent Plan provisions on which the denial is based; a description of any additional material or information necessary for you to perfect your claim and an explanation of why such material or information is necessary; and an explanation of the Plan’s appeal procedure.

Denial or Partial Denial of Benefit Claims. If the Claims Administrator denies a claim for benefits in whole or part, the Claims Administrator shall notify the claimant in writing of the decision within ninety (90) days after the claim has been received by the Claims Administrator. In the Claim Administrator's sole discretion, the Claims Administrator may extend the time to decide the claim for an additional ninety (90) days, by giving written notice of the need for such an extension any time prior to the expiration of the initial ninety (90) day period. The Claims Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Employer. If the claim is denied or partially denied, the Claims Administrator shall provide the claimant with written notice stating:

Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:

Review of Denial. Upon denial of a claim, in whole or in part, the Claimant or his duly authorized representative will have the right to submit a written request to the Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Committee within 60 days of the receipt by the Claimant of written notice of the denial of the claim. A Claimant or the Claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits and may submit issues and comments in writing.. The review will take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

If a claim for a Plan benefit is wholly or partially denied, notice of the decision shall be furnished to the claimant by the Committee within a reasonable period of time after receipt of the claim by the Committee.

Notice of Decision. The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: # the specific reasons for the denial; # a reference to the specific provisions of this Agreement on which the denial is based; # a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and # a statement of the Claimant’s right to bring a civil action under ERISA [Section 502(a)].

Unless special circumstances require an extension of time, not later than 60 days (or in the case of a disability claim, 45 days) after receipt of the request for review, the Appeals Committee shall render and furnish to the claimant a written or electronic decision, which shall include # the specific reason or reasons for the denial; # specific references to the pertinent Plan provisions on which the denial is based; # a statement of the claimant’s right, upon request and free of charge, to receive reasonable access to and copies of documents, records and other information relevant to the claim; and # a statement of the claimant’s right to bring an action under [Section 502(a)] of ERISA. In the case of a disability claim denial, the notice shall be provided in a culturally and linguistically appropriate manner (to the extent required by the regulations under [Section 503] of ERISA) and in addition to the above, shall include # a statement of the applicable contractual limitations period, including the calendar date that such period will expire with respect to the claim and # the information set forth in items [(A) through (C)] of the second paragraph of “Denial of Claim” above.

TERMINATION OF EMPLOYMENT FOR OTHER REASONS. In the event that a Participant's employment (or service) terminates for any reason other than those reasons set forth in Section 9.5 9 herein, all Performance Units/Shares shall be forfeited by the Participant to the Company unless determined otherwise by the Committee, as set forth in the Participant's Award Agreement.