LONG-TERM STOCK INCENTIVE
PLAN
2007 MANAGEMENT STOCK PURCHASE
PLAN (NON-U.S.)
Any Eligible
Employee selected by the Committee may irrevocably elect to defer
any whole percentage up to 100% of the bonus payable to him or her
under the Company’s Senior Executive Incentive Compensation
Plan or Management Incentive Compensation Plan in the first quarter
of 2007 by electronically submitting an online election to that
effect (a “Deferral Election”) on the appropriate
screen following these Terms and Conditions. An Eligible Employee
who makes a Deferral Election shall be a Participant.
2.
Restricted Stock Units .
|
|
(a)
|
|
In
consideration for the Participant’s Deferral Election, the
Participant shall be credited as of March 15, 2007, with
Restricted Stock Units at a discounted price (the “Discount
Rate”) as provided in the following table:
|
|
|
|
|
|
|
|
Total dollar
amount of Participant’s Deferral Election,
|
|
|
|
expressed as a
percentage of the Participant’s base salary
|
|
|
|
as of January 1,
2007:
|
|
Applicable Discount Rate:
|
|
|
|
|
20
|
%
|
|
|
|
|
30
|
%
|
|
|
|
|
20
|
%
|
|
|
(b)
|
|
The
total number of Restricted Stock Units credited to a Participant
under the Plan will be determined according to the following
calculation:
|
|
|
(i)
|
|
the
dollar amount of the Participant’s Deferral Election that
does not exceed 15% of the Participant’s base salary, divided
by the product of (A) the average closing Fair Market Value
over the last five trading days in 2006 (December 22, 26, 27,
28 and 29) (the “Average FMV”) multiplied by
(B) 80%; plus
|
|
|
|
|
|
|
|
(ii)
|
|
the
dollar amount of the Participant’s Deferral Election over 15%
and up to 100% of the Participant’s base salary, divided by
the product of (A) the Average FMV multiplied by (B) 70%;
plus
|
|
|
(iii)
|
|
the
dollar amount of the Participant’s Deferral Election over
100% of the Participant’s base salary, divided by the product
of (A) the Average FMV multiplied by (B) 80%.
|
The Restriction
Period under this Agreement shall be the three-year period
commencing on March 15, 2007, and ending on March 14,
2010.
4. Dividend
Equivalents .
If the Company
declares a cash dividend on Shares, the Participant shall be
credited with dividend equivalents as of the payment date for the
dividend equal to the amount of the cash dividend per Share
multiplied by the Restricted Stock Units credited to the
Participant under Section 2(b) as of the record date. Dividend
equivalents shall be credited to a notional account established for
the Participant (the “Dividend Equivalent Account”).
Interest shall be credited to the Participant’s Dividend
Equivalent Account, compounded monthly, until payment of such
account to the Participant. The rate of such interest shall be the
Prime Rate of interest as reported by the Midwest edition of The
Wall Street Journal on the second business day of each calendar
quarter.
5. Timing
and Form of Payout .
Except as provided
in Sections 6, 7 or 8, after the end of the Restriction
Period, the Participant shall be entitled to receive a number of
Shares equal to the number of Restricted Stock Units credited to
the Participant under Section 2(b) and a cash payment equal to the
amount credited to the Participant’s Dividend Equivalent
Account under Section 4. Delivery of such Shares shall be made
as soon as administratively feasible after the end of the
Restriction Period or such later date as may have been elected by
the Participant under Section 9. Delivery of the cash payment
of any amount credited to the Participant’s Dividend
Equivalent Account shall be made on or about the date the
Restricted Stock Units are distributed to the
Participant.
6.
Termination of Employment Due to Death, End of Service or
Disability .
|
|
(a)
|
|
Before March 15,
2007 .
|
|
|
|
|
|
|
|
|
|
A
Participant who ceases to be an employee prior to March 15,
2007, by reason of death, End of Service or Disability shall be
terminated from the Plan, and his or her Deferral Election shall be
cancelled.
|
|
|
|
|
|
|
|
(b)
|
|
After March 14, 2007 but Before
January 1, 2008 .
|
|
|
|
|
|
|
|
|
|
If
the Participant ceases to be an employee after March 14, 2007,
but prior to January 1, 2008, by reason of death, End of
Service or Disability, the Participant (or in the case of the
Participant’s death, the Participant’s beneficiary)
shall be entitled to receive a number of Shares equal to the number
of Restricted Stock Units credited to the Participant under
Section 2(b).
|
2
|
|
(c)
|
|
After December 31,
2007 .
|
|
|
|
|
|
|
|
|
|
If
the Participant ceases to be an employee after December 31,
2007, but prior to the end of the Restriction Period by reason of
death, End of Service, or Disability, the Participant (or in the
case of the Participant’s death, the Participant’s
beneficiary) shall be entitled to receive a number of Shares equal
to the number of Restricted Stock Units credited to the Participant
under Section 2(b) and a cash payment equal to the
Participant’s Dividend Equivalent Account under
Section 4.
|
|
|
|
|
|
|
|
(d)
|
|
Beneficiary .
|
|
|
|
|
|
|
|
|
|
Any
distribution made with respect to a Participant who has died shall
be paid to the beneficiary designated by the Participant pursuant
to Article 11 of the Plan to receive the Participant’s
Shares and any cash payment under this Agreement. If the
Participant’s beneficiary predeceases the Participant or no
beneficiary has been designated, distribution of the
Participant’s Shares and any cash payment shall be made to
the Participant’s surviving spouse and, if none, to the
Participant’s estate.
|
|
|
|
|
|
|
|
(e)
|
|
End of Service
.
|
|
|
|
|
|
|
|
|
|
An
employee’s “End of Service” means his or her
retirement after attaining age 55 and completing ten years of
service (as defined in the Lear
|
|
