(G)
PAYMENT, CERTIFICATION.
AS SOON AS
ADMINISTRATIVELY FEASIBLE AFTER THE END OF EACH PERFORMANCE PERIOD AND NOT LATER
THAN A DATE THAT WOULD PREVENT TIMELY PAYMENT UNDER SECTION 7(A), THE COMMITTEE
SHALL DETERMINE WHETHER THE PERFORMANCE GOALS APPLICABLE TO ANNUAL PERFORMANCE
BONUS AWARDS FOR SUCH PERFORMANCE PERIOD WERE SATISFIED AND, IF SUCH PERFORMANCE
GOALS WERE SATISFIED, IN WHOLE OR IN PART, THE AMOUNT EARNED AND PAYABLE FOR
EACH PARTICIPANT GRANTED AN ANNUAL PERFORMANCE BONUS AWARD.
NO ANNUAL
PERFORMANCE BONUS SHALL BE DEEMED TO BE EARNED AND PAYABLE WITH RESPECT TO ANY
COVERED EMPLOYEE OR OTHER EMPLOYEE
10
SUBJECT TO THE REPORTING REQUIREMENTS OF SECTION 16(A) OF THE EXCHANGE ACT UNTIL
THE COMMITTEE CERTIFIES IN WRITING THE LEVEL OF PERFORMANCE ATTAINED FOR THE
PERFORMANCE PERIOD IN RELATION TO THE APPLICABLE PERFORMANCE GOALS.
FOR
PURPOSES OF THIS SUBSECTION (G), APPROVED MINUTES OF THE COMMITTEE MEETING IN
WHICH THE CERTIFICATION IS MADE SHALL BE TREATED AS A WRITTEN CERTIFICATION.
IN
APPLYING PERFORMANCE GOALS, THE COMMITTEE MAY, IN ITS DISCRETION, EXCLUDE
UNUSUAL OR INFREQUENTLY OCCURRING ITEMS (INCLUDING THE CUMULATIVE EFFECT OF
CHANGES IN THE LAW, REGULATIONS OR ACCOUNTING RULES), AND IT MAY DETERMINE NO
LATER THAN NINETY (90) DAYS AFTER THE COMMENCEMENT OF ANY APPLICABLE PERFORMANCE
PERIOD TO EXCLUDE OTHER ITEMS, EACH DETERMINED IN ACCORDANCE WITH GAAP (TO THE
EXTENT APPLICABLE) AND AS IDENTIFIED IN THE FINANCIAL STATEMENTS, NOTES TO THE
FINANCIAL STATEMENTS OR DISCUSSION AND ANALYSIS OF MANAGEMENT.
(H)
FORM OF PAYMENT.
ANNUAL PERFORMANCE BONUSES
SHALL BE PAID IN CASH IN ACCORDANCE WITH SECTION 7.
(I)
PROMOTION OR TRANSFER.
IN THE EVENT OF
PROMOTION OR TRANSFER OF A PARTICIPANT DURING THE PERFORMANCE PERIOD, EACH
INCENTIVE AWARD WHICH IS BASED OR DETERMINED IN SOME RESPECT ON THE
PARTICIPANT'S JOB LEVEL, UNIT OR UNIT SECTOR WITHIN THE COMPANY OR A SUBSIDIARY
SHALL BE DETERMINED ON A PRO RATA BASIS FOR THE PERFORMANCE PERIOD IN WHICH THAT
PROMOTION OR TRANSFER IS EFFECTIVE AT THE DIFFERENT JOB LEVELS AND/OR DIFFERENT
UNITS OR UNIT SECTORS.
PROMOTION OR TRANSFER AFTER THE PERFORMANCE PERIOD SHALL
NOT AFFECT DETERMINATION OF THE INCENTIVE AWARD AMOUNT FOR THAT PERFORMANCE
PERIOD.
SECTION 6
DISCRETIONARY BONUSES
The Committee has designed the Plan with the intent to ensure that the Plan
design regarding Annual Performance Bonus Awards will eliminate or minimize the
need for the Award of any Discretionary Bonuses.
The Committee recognizes,
however, that unusual circumstances may occur that prevent payment of
appropriate rewards to a few key eligible Employees.
In recognition of truly
extraordinary performance, occasional Discretionary Bonuses Awards may be
appropriate and granted by the Committee.
In summary, while Discretionary Bonus
Awards are made entirely at the discretion of the Committee, they are primarily
intended to provide a means of redressing rare inequities in Annual Performance
Bonus Award determinations or to reward exemplary performance on a very limited
basis.
Discretionary Bonuses shall be paid in cash in accordance with Section
7.
SECTION 7
PAYMENT; TAX WITHHOLDING
(A)
ELIGIBILITY FOR NON-TAX DEFERRED PAYMENT.
UPON THE COMMITTEE'S WRITTEN CERTIFICATION IN ACCORDANCE WITH SECTION 5(G)