Common use of Long –Term Performance Clause in Contracts

Long –Term Performance. (a) In the event of a Change of Control, Executive shall be guaranteed to receive an amount for any Performance Period under the LTPP (as defined below) equal to the greater of (i) the Target Award (as defined in the LTPP) for such Performance Period or (ii) the accrued amount of the payout (i.e. the amount accrued as the expected liability for the LTPP by the Company’s corporate finance department) as of the date of the closing of the Change of Control for such Performance Period, both as prorated on the basis of the percentage of time from the commencement of such Performance Period to the date of the closing of the Change of Control. Notwithstanding the foregoing, in the event the Company amends or modifies the LTPP after the closing of a Change of Control and Executive would receive a larger amount under such revised LTPP, Executive shall receive such amount in lieu of any amounts to be paid under this Section 3.5. Any payment for any Performance Period under the LTPP shall be made at the earliest of the end of such Performance Period, the termination date of the LTPP or the date of a Termination Event. For purposes of this Section 3.5, “LTPP” shall mean the Long-term Performance Program Description for Section 16 Officers, effective November 1, 2003, as it may be amended from time to time and as in effect as of the date of the closing of the Change of Control, without giving effect to any terminations, amendments or modifications occurring thereafter.

Long –Term Performance. (a) In the event of a Change of Control, Executive shall be guaranteed to receive an amount for any Performance Period under the LTPP (as defined below) equal to the greater of (i) the Target Award (as defined in the LTPP) for such Performance Period or (ii) the accrued amount of the payout (i.e. the amount accrued as the expected liability for the LTPP by the Company’s corporate finance department) as of the date of the closing of the Change of Control for such Performance Period, both as prorated on the basis of the percentage of time from the commencement of such Performance Period to the date of the closing of the Change of Control. Notwithstanding the foregoing, in the event the Company amends or modifies the LTPP after the closing of a Change of Control and Executive would receive a larger amount under such revised LTPP, Executive shall receive such amount in lieu of any amounts to be paid under this Section 3.5. Any payment for any Performance Period under the LTPP shall be made at the earliest of the end of such Performance Period, the termination date of the LTPP or the date of a Termination Event. For purposes of this Section 3.5, “LTPP” shall mean the Long-term Performance Program Description for Section 16 Officers, effective November 1, 2003, as it may be amended from time to time and as in effect as of the date of the closing of the Change of Control, without giving effect to any terminations, amendments or modifications occurring thereafter. (b) Executive’s rights to the payment provided in this Section 3.5 shall not be terminated by the application of Section 4.2 of this Agreement.”