BONUS POOL, BONUS POOL PERCENTAGE, OR
ANY PERFORMANCE TARGETS APPLICABLE TO ANY BONUS IN CONNECTION WITH OR AS A
RESULT OF ANY OF THE FOLLOWING EVENTS WHICH OCCUR OR HAVE OCCURRED AFTER
JANUARY 1, 2009: REORGANIZATION, RECAPITALIZATION, RECLASSIFICATION, STOCK
DIVIDEND, STOCK SPLIT, REVERSE STOCK SPLIT OR OTHER SIMILAR CHANGE IN THE
COMPANY'S CAPITAL STOCK, IF THE OUTSTANDING SHARES OF STOCK ARE INCREASED OR
DECREASED OR ARE EXCHANGED FOR A DIFFERENT NUMBER OR KIND OF SHARES OR OTHER
SECURITIES OF THE COMPANY, OR ADDITIONAL SHARES OR NEW OR DIFFERENT SHARES OR
OTHER SECURITIES OF THE COMPANY OR OTHER NON-CASH ASSETS ARE DISTRIBUTED WITH
RESPECT TO SUCH SHARES OF STOCK OR OTHER SECURITIES.
(D)
SUBJECT TO THE TERMS HEREOF, ALL DECISIONS MADE BY THE COMMITTEE
PURSUANT TO THE PLAN SHALL BE FINAL, CONCLUSIVE AND BINDING ON ALL PERSONS,
INCLUDING THE COMPANY AND THE PARTICIPANTS.
NO MEMBER OF THE BOARD OR THE
COMMITTEE, NOR ANY OFFICER OR EMPLOYEE OF THE COMPANY ACTING ON BEHALF OF THE
BOARD OR THE COMMITTEE SHALL BE PERSONALLY LIABLE FOR ANY ACTION, DETERMINATION
OR INTERPRETATION TAKEN OR MADE IN GOOD FAITH WITH RESPECT TO THE PLAN, AND ALL
MEMBERS OF THE BOARD OR COMMITTEE AND EACH AND ANY OFFICER OR EMPLOYEE OF THE
COMPANY ACTING ON THEIR BEHALF SHALL, TO THE EXTENT PERMITTED BY LAW, BE FULLY
INDEMNIFIED AND PROTECTED BY THE COMPANY IN RESPECT OF ANY SUCH ACTION,
DETERMINATION OR INTERPRETATION.
(E)
IF THE COMPANY IS REQUIRED TO PREPARE A MATERIAL ACCOUNTING
RESTATEMENT WITH RESPECT TO ANY PLAN YEAR AND SUCH RESTATEMENT (I) WOULD HAVE
REDUCED THE AMOUNT PAID UNDER THE PLAN TO THE EXECUTIVE OFFICERS WITH RESPECT TO
SUCH PLAN YEAR AND (II) WAS DUE TO AN UNTRUE STATEMENT OF A MATERIAL FACT BY AN
EXECUTIVE OFFICER OR AN OMISSION BY AN EXECUTIVE OFFICER TO STATE A MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH SUCH STATEMENTS WERE MADE, NOT MISLEADING, WITH RESPECT TO THE FINANCIAL
STATEMENT THAT IS THE SUBJECT OF THE RESTATEMENT, THE COMMITTEE MAY SEEK (BUT IS
NOT REQUIRED TO SEEK) REIMBURSEMENT FROM ONE OR MORE PARTICIPANTS, TAKING INTO
CONSIDERATION ALL RELEVANT FACTORS AND CIRCUMSTANCES, ALL OR A PORTION OF THE
INCENTIVE COMPENSATION PAID UNDER THIS PLAN WITH RESPECT TO SUCH PLAN YEAR THAT
WOULD NOT OTHERWISE HAVE BEEN EARNED BASED ON THE RESTATED FINANCIAL RESULTS.
4.
BONUS POOL
(A)
THE COMMITTEE SHALL CALCULATE THE AMOUNT OF THE BONUS POOL FOR
EACH PLAN YEAR AS OF THE LAST DAY OF SUCH PLAN YEAR AND SHALL DETERMINE EACH
PARTICIPANT'S BONUS POOL PERCENTAGE AND THE PERFORMANCE GOALS AND TARGETS FOR
EACH PLAN YEAR ON AN ANNUAL BASIS, PROVIDED THAT THE FORMULA TO DETERMINE THE
BONUS PLAN SHALL BE AS PROVIDED HEREIN AND SHALL NOT BE AMENDED OR REVISED
WITHOUT THE PRIOR CONSENT OF THE PARTICIPANTS ENTITLED TO A MAJORITY OF THE THEN
BONUS POOL PERCENTAGES.
(B)
THE BONUS POOL FOR ANY PLAN YEAR (AND ANY BONUS POOL PERCENTAGES
ALLOCATED THEREUNDER) MAY BE ADJUSTED IN THE COMMITTEE'S GOOD