THE PLAN YEAR OR SUCH SHORTER PERFORMANCE PERIOD AS THE COMMITTEE MAY ESTABLISH
IN ITS SOLE DISCRETION (OR SUCH LATER DATE AS MAY BE PRESCRIBED BY THE INTERNAL
REVENUE SERVICE UNDER SECTION 162(M) OF THE CODE), THE COMMITTEE SHALL ESTABLISH
PERFORMANCE GOALS FOR BONUS AWARDS FOR THE PLAN YEAR OR SUCH SHORTER PERIOD;
PROVIDED, THAT SUCH PERFORMANCE GOALS MAY BE ESTABLISHED AT A LATER DATE FOR
PARTICIPANTS WHO ARE NOT "COVERED EMPLOYEES" (WITHIN THE MEANING OF
SECTION 162(M)(3) OF THE CODE).
BONUS AMOUNTS PAYABLE TO ANY INDIVIDUAL
PARTICIPANT WITH RESPECT TO A PLAN YEAR WILL BE LIMITED TO A MAXIMUM OF $10
MILLION.
FOR PERFORMANCE PERIODS THAT ARE SHORTER THAN A PLAN YEAR, SUCH $10
MILLION MAXIMUM MAY BE PRO-RATED IF SO DETERMINED BY THE COMMITTEE.
(B)
PAYMENT OF AWARDS.
BONUS AWARDS UNDER THE PLAN SHALL BE PAID IN
CASH OR IN SHARES OF COMMON STOCK (VALUED AT FAIR MARKET VALUE AS OF THE DATE OF
PAYMENT) AS DETERMINED BY THE COMMITTEE, AS SOON AS PRACTICABLE FOLLOWING THE
CLOSE OF THE PLAN YEAR OR SUCH SHORTER PERFORMANCE PERIOD AS THE COMMITTEE MAY
ESTABLISH.
IT IS INTENDED THAT A BONUS AWARD WILL BE PAID NO LATER THAN THE
FIFTEENTH (15TH) DAY OF THE THIRD MONTH FOLLOWING THE LATER OF: (I) THE
16
END OF THE PARTICIPANT'S TAXABLE YEAR IN WHICH THE REQUIREMENTS FOR SUCH BONUS
AWARD HAVE BEEN SATISFIED BY THE PARTICIPANT OR (II) THE END OF THE COMPANY'S
FISCAL YEAR IN WHICH THE REQUIREMENTS FOR SUCH BONUS AWARD HAVE BEEN SATISFIED
BY THE PARTICIPANT.
TO THE EXTENT PROVIDED BY THE COMMITTEE, A PARTICIPANT MAY
ELECT TO DEFER RECEIPT OF AMOUNTS PAYABLE UNDER A BONUS AWARD FOR A SPECIFIED
PERIOD, OR UNTIL A SPECIFIED EVENT, SUBJECT IN EACH CASE TO THE COMMITTEE'S
APPROVAL AND THE TERMS OF ANY APPLICABLE DEFERRED COMPENSATION PLAN THAT
COMPLIES WITH SECTION 409A OF THE CODE.
THE BONUS AWARD FOR ANY PLAN YEAR OR
SUCH SHORTER PERFORMANCE PERIOD TO ANY PARTICIPANT MAY BE REDUCED OR ELIMINATED
BY THE COMMITTEE IN ITS DISCRETION.
SECTION 10.
CHANGE IN CONTROL PROVISIONS
(A)
ADJUSTED AWARDS.
WITH RESPECT TO ALL ADJUSTED AWARDS, SUBJECT TO
SECTIONS 3(D), 3(E), 10(E) AND 14(K), UNLESS OTHERWISE PROVIDED IN THE
APPLICABLE AWARD AGREEMENT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS PLAN TO
THE CONTRARY, UPON A PARTICIPANT'S TERMINATION OF EMPLOYMENT, DURING THE
TWO-YEAR PERIOD FOLLOWING A CHANGE IN CONTROL, BY THE COMPANY OTHER THAN FOR
CAUSE OR DISABILITY OR BY THE PARTICIPANT FOR GOOD REASON (AS DEFINED BELOW):
(I)
ANY OPTIONS OUTSTANDING AS OF SUCH TERMINATION OF EMPLOYMENT
WHICH WERE OUTSTANDING AS OF THE DATE OF SUCH CHANGE IN CONTROL SHALL BE FULLY
EXERCISABLE AND VESTED AND SHALL REMAIN EXERCISABLE UNTIL THE LATER OF (I) THE
LAST DATE ON WHICH SUCH OPTION WOULD BE EXERCISABLE IN THE ABSENCE OF THIS
SECTION 10(A) AND (II) THE EARLIER OF (A) THE FIRST ANNIVERSARY OF SUCH CHANGE
IN CONTROL AND (B) EXPIRATION OF THE TERM OF SUCH OPTION;
(II)
THE RESTRICTIONS AND DEFERRAL LIMITATIONS APPLICABLE TO ANY
RESTRICTED STOCK SHALL