A PERSON IS HIRED FOR
A POSITION PREVIOUSLY DESIGNATED BY THE COMMITTEE FOR PARTICIPATION UNDER THE
PLAN, THAT PERSON WILL COMMENCE PARTICIPATION IN THE PLAN ON A PRO-RATED BASIS
FROM THE DATE OF HIRE.
IF AN EMPLOYEE IS PROMOTED INTO SUCH A POSITION FROM A
POSITION THAT WAS ELIGIBLE FOR PARTICIPATION IN THE COMPANY PERFORMANCE BONUS
PLAN, OR THE PAY-FOR-RESULTS SHORT-TERM BONUS PLAN, HE OR SHE WILL BE CONSIDERED
TO HAVE BEEN A PARTICIPANT IN THIS PLAN FROM THE BEGINNING OF THE PERFORMANCE
PERIOD OR, IF LATER, FROM THE DATE OF HIRE. NOTWITHSTANDING THE FOREGOING, THIS
SECTION 9(A) SHALL NOT APPLY TO A COVERED OFFICER.
(B)
IF A PARTICIPANT TRANSFERS FROM ONE ELIGIBLE POSITION TO ANOTHER
PRIOR TO THE END OF A PERFORMANCE PERIOD, ANY BONUS WILL BE BASED ON PERFORMANCE
AS IT RELATES TO THE LATEST POSITION.
(C)
IF PRIOR TO THE END OF A PERFORMANCE PERIOD, A PARTICIPANT
TRANSFERS INTO A POSITION THAT IS NOT ELIGIBLE FOR PARTICIPATION UNDER THE PLAN,
THE EMPLOYEE WILL NOT RECEIVE A BONUS UNDER THE PLAN.
10.
MISCELLANEOUS.
(A)
NO ASSIGNMENT.
NO PORTION OF ANY BONUS UNDER THE PLAN MAY BE
ASSIGNED OR TRANSFERRED OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION PRIOR TO THE PAYMENT THEREOF.
(B)
TAX REQUIREMENTS.
ALL PAYMENTS MADE PURSUANT TO THE PLAN OR
DEFERRED PURSUANT TO SECTION 8(A) SHALL BE SUBJECT TO ALL APPLICABLE TAXES OR
CONTRIBUTIONS REQUIRED BY FEDERAL, STATE OR LOCAL LAW TO BE WITHHELD, IN
ACCORDANCE WITH THE PROCEDURES TO BE ESTABLISHED BY THE COMMITTEE.
(C)
NO ADDITIONAL PARTICIPANT RIGHTS.
THE SELECTION OF AN INDIVIDUAL
FOR PARTICIPATION IN THE PLAN SHALL NOT GIVE SUCH PARTICIPANT ANY RIGHT TO BE
RETAINED IN THE EMPLOY OF THE COMPANY OR ANY OF ITS AFFILIATES, AND THE RIGHT OF
THE COMPANY AND ANY SUCH AFFILIATE TO DISMISS SUCH PARTICIPANT OR TO TERMINATE
ANY ARRANGEMENT PURSUANT TO WHICH ANY SUCH PARTICIPANT PROVIDES SERVICES TO THE
COMPANY, WITH OR WITHOUT CAUSE, IS SPECIFICALLY RESERVED.
NO PERSON SHALL HAVE
CLAIM TO A BONUS UNDER THE PLAN, EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, OR TO
CONTINUED PARTICIPATION UNDER THE PLAN.
THERE IS NO OBLIGATION FOR UNIFORMITY
OF TREATMENT OF PARTICIPANTS UNDER THE PLAN.
THE BENEFITS PROVIDED FOR
PARTICIPANTS UNDER THE PLAN SHALL BE IN ADDITION TO AND SHALL IN NO WAY PRECLUDE
OTHER FORMS OF COMPENSATION TO OR IN RESPECT OF SUCH PARTICIPANTS.
IT IS
EXPRESSLY AGREED AND UNDERSTOOD THAT THE EMPLOYMENT IS TERMINABLE AT THE WILL OF
EITHER PARTY AND, IF SUCH PARTICIPANT IS A PARTY TO AN EMPLOYMENT CONTRACT WITH
THE COMPANY OR
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ONE OF ITS AFFILIATES, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE
PARTICIPANT'S EMPLOYMENT CONTRACT.
(D)
LIABILITY.
THE BOARD AND THE COMMITTEE SHALL BE ENTITLED TO RELY
ON THE ADVICE OF COUNSEL AND OTHER EXPERTS, INCLUDING THE INDEPENDENT AUDITORS
FOR THE COMPANY.
NO MEMBER OF THE BOARD OR OF THE COMMITTEE, ANY OFFICERS OF
THE COMPANY OR ITS AFFILIATES OR ANY OF THEIR DESIGNEES SHALL BE LIABLE FOR ANY
ACT OR FAILURE