FORFEITED BY SUCH PARTICIPANT; PROVIDED,
HOWEVER, THAT SUBJECT TO SECTION 11(B), THE COMMITTEE SHALL HAVE THE DISCRETION
TO WAIVE, IN WHOLE OR IN PART, ANY OR ALL REMAINING RESTRICTIONS WITH RESPECT TO
ANY OR ALL OF SUCH PARTICIPANT'S RESTRICTED STOCK UNITS.
15
SECTION 8.
OTHER STOCK-BASED AWARDS
Other Awards of Common Stock and other Awards that are valued in whole or in
part by reference to, or are otherwise based upon or settled in, Common Stock,
including (without limitation), unrestricted stock, performance units, dividend
equivalents, and convertible debentures, may be granted under the Plan.
SECTION 9.
BONUS AWARDS
(A)
DETERMINATION OF AWARDS.
THE COMMITTEE
SHALL DETERMINE THE TOTAL AMOUNT OF BONUS AWARDS FOR EACH PLAN YEAR OR SUCH
SHORTER PERFORMANCE PERIOD AS THE COMMITTEE MAY ESTABLISH IN ITS SOLE
DISCRETION.
PRIOR TO THE BEGINNING OF THE PLAN YEAR OR SUCH SHORTER PERFORMANCE
PERIOD AS THE COMMITTEE MAY ESTABLISH IN ITS SOLE DISCRETION (OR SUCH LATER DATE
AS MAY BE PRESCRIBED BY THE INTERNAL REVENUE SERVICE UNDER SECTION 162(M) OF THE
CODE), THE COMMITTEE SHALL ESTABLISH PERFORMANCE GOALS FOR BONUS AWARDS FOR THE
PLAN YEAR OR SUCH SHORTER PERIOD; PROVIDED, THAT SUCH PERFORMANCE GOALS MAY BE
ESTABLISHED AT A LATER DATE FOR PARTICIPANTS WHO ARE NOT "COVERED EMPLOYEES"
(WITHIN THE MEANING OF SECTION 162(M)(3) OF THE CODE).
BONUS AMOUNTS PAYABLE TO
ANY INDIVIDUAL PARTICIPANT WITH RESPECT TO A PLAN YEAR WILL BE LIMITED TO A
MAXIMUM OF $10 MILLION.
FOR PERFORMANCE PERIODS THAT ARE SHORTER THAN A PLAN
YEAR, SUCH $10 MILLION MAXIMUM MAY BE PRO-RATED IF SO DETERMINED BY THE
COMMITTEE.
(B)
PAYMENT OF AWARDS.
BONUS AWARDS UNDER THE
PLAN SHALL BE PAID IN CASH OR IN SHARES OF COMMON STOCK (VALUED AT FAIR MARKET
VALUE AS OF THE DATE OF PAYMENT) AS DETERMINED BY THE COMMITTEE, AS SOON AS
PRACTICABLE FOLLOWING THE CLOSE OF THE PLAN YEAR OR SUCH SHORTER PERFORMANCE
PERIOD AS THE COMMITTEE MAY ESTABLISH.
IT IS INTENDED THAT A BONUS AWARD WILL
BE PAID NO LATER THAN THE FIFTEENTH (15TH) DAY OF THE THIRD MONTH FOLLOWING THE
LATER OF:
(I) THE END OF THE PARTICIPANT'S TAXABLE YEAR IN WHICH THE
REQUIREMENTS FOR SUCH BONUS AWARD HAVE BEEN SATISFIED BY THE PARTICIPANT OR
(II) THE END OF THE COMPANY'S FISCAL YEAR IN WHICH THE REQUIREMENTS FOR SUCH
BONUS AWARD HAVE BEEN SATISFIED BY THE PARTICIPANT.
THE COMMITTEE MAY AT ITS
OPTION ESTABLISH PROCEDURES PURSUANT TO WHICH PARTICIPANTS ARE PERMITTED TO
DEFER THE RECEIPT OF BONUS AWARDS PAYABLE HEREUNDER.
THE BONUS AWARD FOR ANY
PLAN YEAR OR SUCH SHORTER PERFORMANCE PERIOD TO ANY PARTICIPANT MAY BE REDUCED
OR ELIMINATED BY THE COMMITTEE IN ITS DISCRETION.
SECTION 10.
CHANGE IN CONTROL PROVISIONS
(A)
ADJUSTED AWARDS.
WITH RESPECT TO ALL
ADJUSTED AWARDS, SUBJECT TO PARAGRAPH (E) OF THIS SECTION 10, UNLESS OTHERWISE
PROVIDED IN THE APPLICABLE AWARD AGREEMENT, NOTWITHSTANDING ANY OTHER PROVISION
OF THIS PLAN TO THE CONTRARY, UPON A PARTICIPANT'S TERMINATION OF EMPLOYMENT,
DURING THE TWO-YEAR PERIOD FOLLOWING A CHANGE IN CONTROL, BY THE COMPANY OTHER
THAN FOR