IT.
PART I AWARDS
4.
FORM OF AWARDS
THE PLAN IS DESIGNED TO PROVIDE INCENTIVES FOR PARTICIPANTS BY THE MAKING OF
AWARDS OF SUPPLEMENTAL COMPENSATION ("AWARDS"). THE COMMITTEE, SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, MAY MAKE AWARDS TO A PARTICIPANT IN ANY ONE, OR IN
ANY COMBINATION, OF THE FOLLOWING FORMS:
(A)
CASH AWARDS AS PROVIDED IN PART IA OF THE PLAN ("CASH AWARDS");
(B)
ANNUAL PERFORMANCE AWARDS AS PROVIDED IN PART IB OF THE PLAN
("ANNUAL PERFORMANCE AWARDS");
(C)
PERFORMANCE AWARDS ("PERFORMANCE AWARDS") OR OTHER FORMS OF AWARDS
AS PROVIDED IN PART IC OF THE PLAN; AND
(D)
LONG-TERM PERFORMANCE AWARDS AS PROVIDED IN PART ID OF THE PLAN
("LONG-TERM PERFORMANCE AWARDS").
AWARDS MAY BE MADE TO A PARTICIPANT WHETHER OR NOT HE OR SHE RECEIVES AN AWARD
OR OPTION UNDER THE STOCK PLAN. CASH AWARDS, PERFORMANCE AWARDS AND OTHER FORMS
OF AWARDS PURSUANT TO PART IC WILL BE BASED ON A PARTICIPANT'S PERFORMANCE IN
THOSE AREAS FOR WHICH THE PARTICIPANT IS DIRECTLY RESPONSIBLE. PERFORMANCE FOR
THIS PURPOSE MAY BE MEASURED BY THE ACHIEVEMENT OF SPECIFIC MANAGEMENT GOALS
SUCH AS, BUT NOT LIMITED TO, AN INCREASE IN EARNINGS OR THE OPERATING CASH FLOW
OF THE COMPANY, OUTSTANDING INITIATIVE OR ACHIEVEMENT IN ANY DEPARTMENT OF THE
COMPANY, OR ANY OTHER STANDARDS SPECIFIED BY THE COMMITTEE. ANNUAL PERFORMANCE
AWARDS WILL BE BASED EXCLUSIVELY ON THE CRITERIA SET FORTH IN PART IB. LONG-TERM
PERFORMANCE AWARDS WILL BE BASED EXCLUSIVELY ON THE CRITERIA SET FORTH IN PART
ID.
NO AWARD UNDER THE PLAN IS PAYABLE IN COMMON STOCK OR PREFERRED STOCK OF THE
COMPANY.
5.
MAXIMUM AMOUNT AVAILABLE FOR THE ACCRUAL OF AWARDS FOR ANY YEAR
(A)
NO ACCRUAL FOR AWARDS SHALL BE MADE HEREUNDER (OR UNDER THE STOCK
PLAN) FOR ANY YEAR UNLESS CASH DIVIDENDS OF NOT LESS THAN TEN CENTS ($.10) PER
SHARE (AS ADJUSTED AS HEREAFTER PROVIDED) HAVE BEEN DECLARED ON THE OUTSTANDING
CLASS A AND CLASS B COMMON STOCK OF THE COMPANY DURING SUCH YEAR. IF AT ANY TIME
THE COMPANY SHALL TAKE ANY ACTION, WHETHER BY STOCK DIVIDEND, STOCK SPLIT,
COMBINATION OF SHARES, OR OTHERWISE, WHICH RESULTS IN AN INCREASE OR DECREASE IN
THE NUMBER OF SHARES OF CLASS A AND/OR CLASS B COMMON STOCK THERETOFORE ISSUED
AND OUTSTANDING, OR THE COMPANY RECLASSIFIES OR OTHERWISE CHANGES ITS ISSUED AND
OUTSTANDING CLASS A AND/OR CLASS B COMMON STOCK (OTHER THAN IN PAR VALUE) OR THE
COMPANY AND ONE OR MORE CORPORATIONS MERGE AND THE COMPANY IS THE SURVIVING
2
CORPORATION OF SUCH MERGER, THEN THE COMMITTEE SHALL MAKE AN EQUITABLE
ADJUSTMENT TO THE PROVISIONS OF THIS SECTION 5(A) TO TAKE ACCOUNT OF SUCH EVENT.
(B)
IN THE EVENT THAT THE ABOVE CONDITION IS MET FOR ANY YEAR DURING
THE CONTINUANCE OF THIS PLAN, THE MAXIMUM AGGREGATE AMOUNT THAT MAY BE ACCRUED
FOR AWARDS UNDER THE PLAN AND THE STOCK PLAN FOR SUCH YEAR SHALL BE 4% OF INCOME
BEFORE INCOME TAXES. THE COMMITTEE, IN ITS SOLE DISCRETION, MAY MAKE ADJUSTMENTS
IN INCOME BEFORE INCOME TAXES TO TAKE