Exhibit(e)


                                                                   June 29, 2000

RESOLVED that the following  provisions shall govern the vesting of stock option
and  restricted  stock awards where the employee  terminates  employment  before
fully vesting in the award:

     1)   If an employee terminates employment by reason of death or disability,
          the employee shall vest, upon such termination, in a pro rata fraction
          of the unvested  portion of the award,  determined by multiplying  (a)
          the ratio of (i) the number of months the employee  was employed  from
          the date of grant to the date of  termination to (ii) the total number
          of  months  from the date of grant to the date on which  the  employee
          would have been fully  vested in the award by (b) the total  number of
          unvested shares covered by the award.

     2)   Except as provided in paragraph 3, below, if the employee's employment
          is  involuntarily  terminated  by the Company  other than for cause at
          least one year after the date of grant,  the employee shall vest, upon
          such  termination,  in a pro rata fraction of the unvested  portion of
          the award,  determined by multiplying  (a) the ratio of (i) the number
          of months the employee was employed from the date of grant to the date
          of  termination  to (ii) the total  number of months  from the date of
          grant to the next date on which the employee  would have become vested
          in an  additional  portion of the award by (b) the number of  unvested
          shares that were scheduled to become vested on such date.

     3)   If an employee  continues in employment  following receipt of a Notice
          of  Termination  of  Employment  or continues to be  classified  as an
          employee (as an Employee  Consultant or otherwise)  during a period of
          reduced  work  responsibilities  or  during  a period  specified  by a
          negotiated  settlement with the employee,  the employee shall continue
          to vest  during such period in  accordance  with the vesting  schedule
          that applies to the award.

     4)   If an optionee,  who was at least age 50 with at least 5 but less than
          20 years of service on the date of a stock option  grant,  voluntarily
          retires at least one year after the date of grant,  the optionee shall
          vest in a pro rata  fraction  of the  unvested  portion of the option,
          determined  by  multiplying  (a) the ratio of (i) the number of months
          the  optionee  was  employed  from  the  date of  grant to the date of
          retirement  to (ii) the total  number of months from the date of grant
          to the next date on which the optionee  would have become vested in an
          additional portion of the option by (b) the portion of the option that
          was scheduled to become  vested on such date;  provided that the ratio
          in clause (a), above, shall not be less than 50%.

     5)   If an  optionee,  who was at  least  age 50 with at  least 20 years of
          service on the date an option is  granted,  voluntarily  retires,  the
          optionee shall be 100% vested in the option.

     6)   The Committee shall apply the provisions in paragraphs 4 and 5, above,
          to  a  restricted  stock  award  if  the  Committee  consents  to  the
          employee's retirement.

     7)   If the  employee's  employment is terminated for any reason other than
          those identified in the preceding  paragraphs of this Resolution (such
          as a termination for cause),  the unvested  portion of the award shall
          be immediately forfeited.