THE PURCHASER FORMALLY ASSUMES THE COMPANY'S OBLIGATIONS UNDER
THIS PLAN OR PLACES THE PARTICIPANT IN A SIMILAR OR LIKE PLAN WITH NO DIMINUTION
OF THE VALUE OF THE AWARDS GRANTED.
3.
ADMINISTRATION.
THE PLAN SHALL BE ADMINISTERED BY THE COMMITTEE OR SUCH
OTHER PERSONS OR ENTITIES DESIGNATED BY THE BOARD.
THE COMMITTEE MAY DELEGATE
ITS DUTIES AND POWERS IN WHOLE OR IN PART TO ANY SUBCOMMITTEE THEREOF OR TO THE
BOARD OF DIRECTORS OF ANY SUBSIDIARY.
ALL REFERENCES TO THE COMMITTEE HEREAFTER
SHALL BE DEEMED TO BE REFERENCES TO THE COMMITTEE AND/OR THE APPLICABLE OTHER
PERSONS, ENTITIES OR SUBCOMMITTEE(S) TO WHOM ADMINISTRATIVE DUTIES AND/OR POWERS
HEREUNDER HAVE BEEN SO DELEGATED.
THE COMMITTEE SHALL HAVE THE AUTHORITY TO
SELECT THE EMPLOYEES WHO SHALL BE PARTICIPANTS, TO DETERMINE THE SIZE AND TERMS
OF AN AWARD (SUBJECT TO THE LIMITATIONS IMPOSED ON AWARDS IN SECTION 5), TO
MODIFY THE TERMS OF ANY AWARD THAT HAS BEEN GRANTED, TO DETERMINE THE TIME WHEN
AWARDS WILL BE MADE, TO DETERMINE THE AWARD PERIODS AND PERFORMANCE PERIODS
APPLICABLE TO AN AWARD TO DETERMINE THE PERFORMANCE PERCENTAGES APPLICABLE TO AN
AWARD,
TO DETERMINE THE TERMS OF A PARTICIPANT'S AWARD AGREEMENT (WHICH NEED
NOT BE IDENTICAL OR UNIFORM), TO ESTABLISH PERFORMANCE GOALS IN RESPECT OF SUCH
PERFORMANCE PERIODS, TO CERTIFY WHETHER SUCH PERFORMANCE GOALS WERE ATTAINED AND
TO MAKE SUCH OTHER DETERMINATIONS THAT ARE NOT PROHIBITED BY THIS PLAN.
THE
COMMITTEE IS AUTHORIZED TO INTERPRET THE PLAN, TO ESTABLISH, AMEND AND RESCIND
ANY RULES AND REGULATIONS RELATING TO THE PLAN, AND TO MAKE ANY OTHER
DETERMINATIONS THAT IT DEEMS NECESSARY OR DESIRABLE.
ANY DECISION OF THE
COMMITTEE IN THE INTERPRETATION AND ADMINISTRATION OF THE PLAN, AS DESCRIBED
HEREIN, SHALL LIE WITHIN ITS SOLE AND ABSOLUTE DISCRETION AND SHALL BE FINAL,
CONCLUSIVE AND BINDING ON ALL PARTIES CONCERNED. DETERMINATIONS MADE BY THE
COMMITTEE UNDER THE PLAN NEED NOT BE UNIFORM AND MAY BE MADE SELECTIVELY AMONG
PARTICIPANTS, REGARDLESS OF WHETHER SUCH PARTICIPANTS ARE SIMILARLY SITUATED.
THE COMMITTEE SHALL HAVE THE RIGHT TO DEDUCT FROM ANY PAYMENT MADE UNDER THE
PLAN ANY FEDERAL, STATE, LOCAL OR FOREIGN INCOME OR OTHER TAXES REQUIRED BY LAW
TO BE WITHHELD WITH RESPECT TO SUCH PAYMENT.
4.
ELIGIBILITY AND PARTICIPATION.
THE COMMITTEE SHALL DESIGNATE THOSE
EMPLOYEES WHO SHALL BE PARTICIPANTS.
PARTICIPANTS SHALL BE SELECTED FROM AMONG
THE EMPLOYEES WHO ARE IN A POSITION TO HAVE A MATERIAL IMPACT ON THE RESULTS OF
THE OPERATIONS OF THE COMPANY OR OF ONE OR MORE OF ITS SUBSIDIARIES.
THE
DESIGNATION OF THE PARTICIPANTS MAY BE MADE INDIVIDUALLY OR BY GROUPS OR
CLASSIFICATIONS OF EMPLOYEES, AS THE COMMITTEE DEEMS APPROPRIATE.
EMPLOYEES
SHALL NOT HAVE A RIGHT TO BE DESIGNATED AS PARTICIPANTS AND THE DESIGNATION OF
AN EMPLOYEE AS A PARTICIPANT SHALL NOT OBLIGATE THE COMMITTEE TO CONTINUE SUCH
EMPLOYEE AS A PARTICIPANT IN SUBSEQUENT PERIODS.
5.
AWARDS.
(A)
GRANT.
IN EACH AWARD AGREEMENT, THE COMMITTEE SHALL SPECIFY (I) THE NUMBER
OF TARGET UNITS, (II) THE PERFORMANCE GOAL(S) TO BE ATTAINED WITHIN SPECIFIED
PERFORMANCE PERIODS AND/OR AWARD PERIOD, (III)