PARTICIPANT'S SEPARATION FROM SERVICE. "CODE SECTION 409A" SHALL MEAN
SECTION 409A OF THE CODE (OR ANY SUCCESSOR PROVISION).
(C)
SO LONG AS RETIREMENT UNITS REMAIN CREDITED TO THE RETIREMENT UNIT
ACCOUNT OF A PARTICIPANT SUBSEQUENT TO MATURITY, SUCH ACCOUNT SHALL BE CREDITED
WITH THE DOLLAR AMOUNT ALLOCATED TO THE ACCOUNT AS DIVIDENDS AS PROVIDED FOR IN
SECTION 24 HEREOF. ANY DOLLAR AMOUNT SO CREDITED MAY BE PAID IN CASH WITH THE
NEXT SUCCEEDING ANNUAL INSTALLMENT MADE UNDER SECTION 26(B) ABOVE, OR IN SUCH
MANNER, AT SUCH TIME OR TIMES, AND SUBJECT TO SUCH CONDITIONS AS THE COMMITTEE
IN ITS SOLE DISCRETION SHALL DETERMINE; PROVIDED, HOWEVER, THAT IN THE CASE OF
ANY DOLLAR AMOUNT CREDITED TO AN ACCOUNT AFTER MATURITY IN RESPECT OF A DIVIDEND
DECLARED PRIOR TO MATURITY, SUCH DOLLAR AMOUNTS SHALL BE CONVERTED TO RETIREMENT
UNITS AS OF THE DATE OF PAYMENT AND THE REMAINING INSTALLMENTS OF COMMON STOCK
SHALL BE INCREASED ACCORDINGLY.
14
PART IID
ANNUAL PERFORMANCE AWARDS
27A.
DETERMINATION OF ANNUAL PERFORMANCE AWARDS
(a)
GENERAL. Each year the Committee may make Annual Performance
Awards under this part of the Plan; provided that no Participant may be eligible
to receive an Annual Performance Award hereunder and under the Cash Plan in the
same year.
(b)
CERTAIN DEFINITIONS. For the purposes of this Section 27A, the
following terms shall have the meanings specified:
"AFFECTED OFFICERS" SHALL MEAN THOSE EXECUTIVE OFFICERS OF THE COMPANY WHOSE
COMPENSATION IS REQUIRED TO BE DISCLOSED IN THE COMPANY'S ANNUAL PROXY STATEMENT
RELATING TO THE ELECTION OF DIRECTORS.
"CODE SECTION 162(M)" SHALL MEAN SECTION 162(M) OF THE CODE (OR ANY SUCCESSOR
PROVISION), AND "REGULATIONS" SHALL MEAN THE REGULATIONS PROMULGATED THEREUNDER,
AS FROM TIME TO TIME IN EFFECT.
"ELIGIBLE PARTICIPANTS" SHALL HAVE THE MEANING SET FORTH IN SUBSECTION (C)
BELOW.
"PERFORMANCE ADJUSTMENT" MEANS, FOR ANY YEAR, A FACTOR RANGING FROM 0% TO 200%,
BASED UPON THE ACHIEVEMENT OF PERFORMANCE GOAL TARGETS ESTABLISHED BY THE
COMMITTEE, THAT, WHEN MULTIPLIED BY AN ELIGIBLE PARTICIPANT'S TARGET AWARD,
DETERMINES THE AMOUNT OF SUCH ELIGIBLE PARTICIPANT'S ANNUAL PERFORMANCE AWARD
FOR SUCH YEAR.
"PERFORMANCE GOAL" MEANS, FOR ANY YEAR, THE BUSINESS CRITERIA SELECTED BY THE
COMMITTEE TO MEASURE THE PERFORMANCE DURING SUCH YEAR OF THE COMPANY (OR OF A
DIVISION, SUBSIDIARY OR GROUP THEREOF) FROM ONE OR MORE OF THE FOLLOWING:
(I)
EARNINGS PER SHARE OF THE COMPANY FOR THE YEAR;
(II)
NET INCOME OF THE COMPANY FOR THE YEAR;
(III)
RETURN ON ASSETS OF THE COMPANY FOR THE YEAR (NET INCOME OF THE
COMPANY FOR THE YEAR DIVIDED BY AVERAGE TOTAL ASSETS DURING SUCH YEAR);
(IV)
RETURN ON STOCKHOLDER'S EQUITY OF THE COMPANY FOR THE YEAR (NET
INCOME OF THE COMPANY FOR THE YEAR DIVIDED BY AVERAGE STOCKHOLDER'S EQUITY
DURING SUCH YEAR);
(V)
OPERATING PROFIT OR OPERATING MARGINS OF THE COMPANY OR OF A
DIVISION, SUBSIDIARY OR GROUP THEREOF FOR THE YEAR;
(VI)
CASH FLOW OF THE COMPANY OR OF A DIVISION, SUBSIDIARY OR GROUP
THEREOF FOR THE YEAR;
(VII)
INCREASE IN SHAREHOLDER VALUE AS DETERMINED AT THE END OF