2000 Long-Term Incentive Compensation Plan - Restricted Stock Awards. Under the Company’s 2000 Long-Term Incentive Compensation Plan, effective as of January 1, 2000 (the “2000 LTIP”), Employee has outstanding Restricted Stock Awards for the three-year Performance Cycles beginning in 2004, 2005 and 2006. The Company agrees that the restrictions applicable to the awards of Restricted Shares and the maximum amount of Opportunity Shares relating to the 2004 and 2005 Performance Cycles lapse in proportion to the number of days elapsed in each Performance Cycle from the first date of the Performance Cycle to the Separation Date. Consequently, with respect to the 2004 Performance Cycle, restrictions will lapse on 3,864 Restricted Shares and 3,864 Opportunity Shares. With respect to the 2005 Performance Cycle, restrictions will lapse on 2,377 Restricted Shares and 2,377 Opportunity Shares. With respect to the 2006 Performance Cycle, Employee shall be entitled to a prorated portion of the actual award, if any, at the completion of the Performance Cycle on December 31, 2009. Such portion of Restricted Shares, Opportunity Shares and related Common Stock Equivalent Units shall be determined by the number of days elapsed from the first date of the 2006 Performance Cycle to the Separation Date. All other Restricted Shares, Opportunity Shares, and Common Stock Equivalent Units related to outstanding Restricted Stock Awards shall be canceled and forfeited to the Company, and Employee shall have no further right to such forfeited Restricted Shares, Opportunity Shares or Common Stock Equivalent Units. The earned portion of Restricted Shares related to the 2004 and 2005 Performance Cycles shall be distributed to Employee within 30 days following the Separation Date. The earned portion of Opportunity Shares related to the 2004 and 2005 Performance Cycles shall be distributed as of February 14, 2007, along with any dividend equivalents regularly accruing on such Opportunity Shares, as provided under the Company’s 2000 LTIP and Employee’s individual awards thereunder. Employee will be entitled to payment of an income tax adjustment on the prorated Restricted Shares and Opportunity Shares that lapse under the 2004 and 2005 Performance Cycles, pursuant to Section 12.4 of the 2000 LTIP. For purposes of performing this calculation, the value of the prorated Restricted Shares will be determined at the close of the New York Stock Exchange on the Separation Date. The estimated income tax adjustment associated with the value of the Restricted Shares sha...
