Also, if a majority of the Board is comprised of persons other than (i) persons for whose election proxies were solicited by the Board; or (ii) persons who were appointed by the Board to
fill vacancies caused by death or resignation or to
fill newly - created directorships («Board Change»), unless the Committee or Board determines otherwise prior to
such Board Change,
then participants immediately prior to the Board Change who cease to be employees or non-employee directors within six months after
such Board Change for any reason other than death or permanent disability generally have their (i) options and stock appreciation rights become immediately exercisable and to the extent not canceled or cashed out, generally have at least six months to exercise
such awards; (ii) restrictions with respect to restricted stock and RSRs lapse and generally shares are delivered; and (iii) performance shares and performance units pay out pro rata based on performance through the end of the last calendar quarter before the time the participant ceased to be an employee.
Any
vacancies occurring on the board of among the offices during the year shall be
filled until the next annual election by a majority vote of all the
then members of the Board at its first regular meeting following the creation of
such vacancy, or at a Special Board Meeting called for that purpose; except that a
vacancy in the office of President shall be
filled automatically by the Vice President and the resulting
vacancy in the office of Vice President shall be
filled by the Board.