Section # Termination of Employment - Change of Control. Unless otherwise provided in the Plan, in the specific terms of an Award, or in the provisions of a written employment or change of control/retention agreement between the Company and the Participant, a Participant who terminates employment with the Company on or after the effective date of a Change of Control shall be eligible for a prorated Award for the Plan Year in which the Change of Control occurs, and for the full amount of such Award if such termination occurs after such Plan Year but before payment otherwise is due with respect thereto, provided that his termination was not # a Discharge for Cause or # voluntary without Good Reason. If a prorated Award is paid out under this [section 4.3], the amount of such Award shall be calculated and paid after the end of the Plan Year at the same time as other Awards for that Plan Year are paid, provided that in no event shall the amount of such Award prior to proration be less than the amount paid to such Participant under the Plan for the preceding Plan Year.

Section # Termination of Employment - Change of Control.Other Terminations. Unless otherwise provided in the Plan, in the specific terms of an Award, or in the provisions of a written employment or change of control/retention agreement between the Company and the Participant, the Committee shall have the authority to determine whether a Participant who terminatesceases employment withprior to the Company onend of a Plan Year, whether by reason of Retirement, death, Disability or afterotherwise, is eligible to receive a prorated Award for that Plan Year; provided, however, that following the effective dateoccurrence of a Change of Control shall be eligible forControl, the Committee may not exercise its authority to deny to any Participant a prorated Award for the Plan Year in which the Change(or any portion of Control occurs, and for the full amount of suchan Award if such termination occursParticipant ceases employment after suchthe end of that Plan Year but beforeprior to payment otherwise is due with respect thereto, provided that histhereto) unless such Participant’s termination was notof employment is # a Discharge for Cause or # voluntary without Good Reason. IfReason; and, provided, further, except for a prorated Award is paid outpayment to be made under this [section 4.3], prorated Awards shall be authorized only if the relevant performance goal for the Plan Year has been satisfied. In the event that the Committee determines that a Participant who otherwise ceases employment prior to the end of a Plan Year is eligible to receive a prorated Award for that Plan Year, the amount of such Award shall be calculated and paid after the end of the Plan Year at the same time as other Awards for that Plan Year are paid, provided that in no event shall the amount of such Award prior to proration be less than the amount paid to such Participant under the Plan for the preceding Plan Year.paid.

If a Change of Control shalloccurs, each participant will be eligible for aentitled to the maximum prorated Award foraward based on the number of full or partial months completed prior to the Change in Control during the Plan Year in which the Change ofin Control occurs, and for the full amount of such Award if such termination occurs after such Plan Year but before payment otherwise is due with respect thereto, provided that his termination was not # a Discharge for Cause or # voluntary without Good Reason. If a prorated Award is paid out under this [section 4.3], the amount of such Award shall be calculated and paid after the end of the Plan Year at the same time as other Awards for that Plan Year are paid, provided that in no event shall the amount of such Award prior to proration be less than the amount paid to such Participant under the Plan for the preceding Plan Year.occurs.