PRACTICABLE FOLLOWING
THE COMPLETION OF THE PERFORMANCE PERIOD APPLICABLE TO A PERFORMANCE AWARD, THE
COMMITTEE SHALL CERTIFY IN WRITING THE EXTENT TO WHICH THE APPLICABLE
PERFORMANCE GOALS HAVE BEEN ATTAINED AND THE RESULTING FINAL VALUE OF THE AWARD
EARNED BY THE PARTICIPANT AND TO BE PAID UPON ITS SETTLEMENT IN ACCORDANCE WITH
THE APPLICABLE PERFORMANCE AWARD FORMULA.
(B)
DISCRETIONARY ADJUSTMENT OF AWARD FORMULA.
IN ITS DISCRETION, THE
COMMITTEE MAY, EITHER AT THE TIME IT GRANTS A PERFORMANCE AWARD OR AT ANY TIME
THEREAFTER, PROVIDE FOR THE POSITIVE OR NEGATIVE ADJUSTMENT OF THE PERFORMANCE
AWARD FORMULA APPLICABLE TO A PERFORMANCE AWARD GRANTED TO ANY PARTICIPANT WHO
IS NOT A "COVERED EMPLOYEE" WITHIN THE MEANING OF SECTION 162(M) (A "COVERED
EMPLOYEE") TO REFLECT SUCH PARTICIPANT'S INDIVIDUAL PERFORMANCE IN HIS OR HER
POSITION WITH THE COMPANY OR SUCH OTHER FACTORS AS THE COMMITTEE MAY DETERMINE.
IF PERMITTED UNDER A COVERED EMPLOYEE'S AWARD AGREEMENT, THE COMMITTEE SHALL
HAVE THE DISCRETION, ON THE BASIS OF SUCH CRITERIA AS MAY BE ESTABLISHED BY THE
COMMITTEE, TO REDUCE SOME OR ALL OF THE VALUE OF THE PERFORMANCE AWARD THAT
WOULD OTHERWISE BE PAID TO THE COVERED EMPLOYEE UPON ITS SETTLEMENT
NOTWITHSTANDING THE ATTAINMENT OF ANY PERFORMANCE GOAL AND THE RESULTING VALUE
OF THE PERFORMANCE AWARD DETERMINED IN ACCORDANCE WITH THE PERFORMANCE AWARD
FORMULA.
NO SUCH REDUCTION MAY RESULT IN AN INCREASE IN THE AMOUNT PAYABLE UPON
SETTLEMENT OF ANOTHER PARTICIPANT'S PERFORMANCE AWARD.
(C)
EFFECT OF LEAVES OF ABSENCE.
UNLESS OTHERWISE REQUIRED BY LAW,
PAYMENT OF THE FINAL VALUE, IF ANY, OF A PERFORMANCE AWARD HELD BY A PARTICIPANT
WHO HAS TAKEN IN EXCESS OF THIRTY (30) DAYS OF LEAVES OF ABSENCE DURING A
PERFORMANCE PERIOD SHALL BE PRORATED ON THE BASIS OF THE NUMBER OF DAYS OF THE
PARTICIPANT'S SERVICE DURING THE PERFORMANCE PERIOD DURING WHICH THE PARTICIPANT
WAS NOT ON A LEAVE OF ABSENCE.
(D)
NOTICE TO PARTICIPANTS.
AS SOON AS PRACTICABLE FOLLOWING THE
COMMITTEE'S DETERMINATION AND CERTIFICATION IN ACCORDANCE WITH
SECTIONS 9.5(A) AND (B), THE COMPANY SHALL NOTIFY EACH PARTICIPANT OF THE
DETERMINATION OF THE COMMITTEE.
(E)
PAYMENT IN SETTLEMENT OF PERFORMANCE AWARDS.
AS SOON AS
PRACTICABLE FOLLOWING THE COMMITTEE'S DETERMINATION AND CERTIFICATION IN
ACCORDANCE WITH SECTIONS 9.5(A) AND (B), PAYMENT SHALL BE MADE TO EACH ELIGIBLE
PARTICIPANT (OR SUCH PARTICIPANT'S LEGAL REPRESENTATIVE OR OTHER PERSON WHO
ACQUIRED THE RIGHT TO RECEIVE SUCH PAYMENT BY REASON OF THE PARTICIPANT'S DEATH)
OF THE FINAL VALUE OF THE PARTICIPANT'S PERFORMANCE AWARD.
PAYMENT OF SUCH
AMOUNT SHALL BE MADE IN CASH, SHARES OF STOCK, OR A COMBINATION THEREOF AS
DETERMINED BY THE COMMITTEE.
UNLESS OTHERWISE PROVIDED IN THE AWARD AGREEMENT
EVIDENCING A PERFORMANCE AWARD, PAYMENT SHALL BE MADE IN A LUMP SUM.
AN AWARD
AGREEMENT MAY PROVIDE FOR DEFERRED PAYMENT IN A LUMP SUM OR IN INSTALLMENTS.
IF
ANY PAYMENT IS TO BE MADE ON A DEFERRED BASIS, THE COMMITTEE MAY, BUT SHALL NOT
BE OBLIGATED TO, PROVIDE FOR THE PAYMENT DURING THE DEFERRAL PERIOD OF DIVIDEND
EQUIVALENTS OR INTEREST.
17
(F)
PROVISIONS APPLICABLE TO PAYMENT IN