PLAN.
(C)
THIS PLAN IS INTENDED TO FIT WITHIN THE "SHORT-TERM DEFERRAL
EXCEPTION" TO SECTION 409A OF THE CODE AS DESCRIBED IN TREASURY REGULATION
SECTION 1.409A-1(B)(4), AS AMENDED. TO THAT END, THE PLAN SHALL BE INTERPRETED
IN A MANNER THAT REFLECTS THAT ALL PAYMENTS HEREUNDER ARE SUBJECT TO A
SUBSTANTIAL RISK OF FORFEITURE UNTIL THE FIRST EVENT TO OCCUR SET FORTH IN
SECTION 7.1.
4.3
SCOPE OF DISCRETION.
SUBJECT TO THE LAST SENTENCE OF THIS
SECTION 4.3, ON ALL MATTERS FOR WHICH THIS PLAN CONFERS THE AUTHORITY, RIGHT OR
POWER ON THE BOARD, THE COMMITTEE OR OTHER ADMINISTRATOR TO MAKE DECISIONS, THAT
BODY MAY MAKE THOSE DECISIONS IN ITS SOLE AND ABSOLUTE DISCRETION.
MOREOVER,
BUT AGAIN SUBJECT TO THE LAST SENTENCE OF THIS SECTION 4.3, IN MAKING THOSE
DECISIONS THE BOARD, COMMITTEE OR OTHER ADMINISTRATOR NEED NOT TREAT ALL PERSONS
ELIGIBLE TO RECEIVE INCENTIVE BONUSES OR ALL PARTICIPANTS THE SAME WAY.
HOWEVER, THE DISCRETION OF THE BOARD, COMMITTEE OR OTHER ADMINISTRATOR IS
SUBJECT TO THE SPECIFIC PROVISIONS AND SPECIFIC LIMITATIONS OF THIS PLAN, AS
WELL AS ALL RIGHTS CONFERRED ON SPECIFIC PARTICIPANTS PURSUANT TO THIS PLAN.
5.
PERSONS ELIGIBLE TO RECEIVE INCENTIVE BONUSES; AWARDS
5.1
ELIGIBLE PERSONS.
INCENTIVE BONUSES MAY BE GRANTED TO, AND ONLY
TO, EMPLOYEES AND CONSULTANTS DETERMINED BY THE COMMITTEE AFTER ADVICE FROM AND
CONSULTATION WITH THE CEO TO BE KEY MEMBERS OF MANAGEMENT OF THE COMPANY OR KEY
ADVISORS TO MANAGEMENT OF THE COMPANY ENTRUSTED WITH RESPONSIBILITIES THAT THE
COMMITTEE DEEMS VITAL TO THE FUTURE SUCCESS AND GROWTH OF THE COMPANY.
5.2
AWARDS.
THE COMMITTEE SHALL DETERMINE, AFTER ADVICE FROM AND
CONSULTATION WITH THE CEO, THE BONUS AMOUNT OF EACH INCENTIVE BONUS TO BE
AWARDED TO EACH PARTICIPANT SELECTED AS PROVIDED IN SECTION 5.1; PROVIDED,
HOWEVER, THAT THE COMMITTEE SHALL DETERMINE THE BONUS AMOUNT OF EACH INCENTIVE
BONUS AWARDED TO THE CEO WITHOUT ADVICE FROM OR CONSULTATION WITH THE CEO.
5.3
TRIGGER PRICE.
THE COMMITTEE SHALL DETERMINE THE TRIGGER PRICE OF
EACH INCENTIVE BONUS AT THE TIME THAT THE INCENTIVE BONUS IS AWARDED.
5
5.4
AWARD CERTIFICATES.
THE ADMINISTRATOR SHALL ISSUE AN AWARD
CERTIFICATE TO EACH PARTICIPANT FOR EACH INCENTIVE BONUS.
THE AWARD
CERTIFICATE, TOGETHER WITH THIS PLAN SHALL CONSTITUTE A BINDING AGREEMENT
BETWEEN THE COMPANY AND THE PARTICIPANT IN ACCORDANCE WITH THE TERMS OF THE
AWARD CERTIFICATE AND THIS PLAN.
IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF
AN AWARD CERTIFICATE AND THE TERMS OF THIS PLAN, THE TERMS OF THIS PLAN SHALL
PREVAIL AND CONTROL.
5.5
NO ENTITLEMENT.
NEITHER THE FACT THAT AN EMPLOYEE OR CONSULTANT
HAS BEEN SELECTED TO RECEIVE AN INCENTIVE BONUS NOR THE FACT THAT AN EMPLOYEE OR
CONSULTANT HAS PREVIOUSLY RECEIVED ONE OR MORE INCENTIVE BONUSES SHALL ENTITLE
THE EMPLOYEE OR CONSULTANT TO CONTINUED EMPLOYMENT OR ENGAGEMENT OR TO ANY
ADDITIONAL AWARD OF AN INCENTIVE BONUS, AND NONE OF THE COMPANY, THE BOARD, THE
COMMITTEE, THE ADMINISTRATOR OR ANY OFFICER SHALL HAVE ANY OBLIGATION TO AWARD
OR CAUSE TO BE AWARDED AN INCENTIVE BONUS TO ANY EMPLOYEE OR