2006 EQUITY AND CASH INCENTIVE PLAN TO THE MAXIMUM EXTENT
POSSIBLE.
ACCORDINGLY, THE BONUS AWARDS HEREUNDER ALSO WILL BE SUBJECT TO THE
TERMS OF THE 2006 EQUITY AND CASH INCENTIVE PLAN TO THE EXTENT APPLICABLE.
ANY
BONUS AWARDS OR PORTIONS THEREOF THAT DO NOT CONSTITUTE AWARDS (AS DEFINED
THEREIN) UNDER SUCH 2006 EQUITY AND CASH INCENTIVE PLAN SHALL BE DEEMED SEPARATE
BONUS AWARDS THAT ARE GRANTED UNDER THIS PLAN BUT OUTSIDE OF THE 2006 EQUITY AND
CASH INCENTIVE PLAN.
(d)
Negative Discretion.
Notwithstanding any other provision of the
Plan, the Participant's Performance Bonus may be reduced, but not below zero
(0), if the Participant's individual performance for the Bonus Period falls
below that expected of such Participant. Management "subject to the approval of
the Committee" may determine if any Participant's Performance Bonus should be
reduced to determine the Participant's Bonus Award as a result of the
Participant's failure to achieve required individual performance levels during
the Bonus Period. The Committee shall determine in its discretion whether any
Performance Bonuses for Management Participants should be reduced to determine
the Participant's Bonus Award for failure to achieve the desired individual
performance levels during the Bonus Period. Any reduction of a Participant's
Performance Bonus shall be at the sole and absolute discretion of the Committee.
6.
PAYMENT OF AWARDS
6.1
ELIGIBILITY FOR PAYMENT.
EXCEPT AS OTHERWISE SET FORTH IN
SECTIONS 7.1 AND 8.1 OF THIS PLAN OR UNDER ANY OTHER AGREEMENT BETWEEN THE
EMPLOYER AND THE PARTICIPANT OR ANY OTHER BENEFIT PLAN OF THE EMPLOYER, BONUS
AWARDS SHALL NOT BE PAID TO ANY PARTICIPANT WHO IS NOT EMPLOYED BY AN EMPLOYER
ON THE DATE THE DISTRIBUTION IS TO BE MADE, AND A PARTICIPANT WHO TERMINATES
EMPLOYMENT WITH ALL EMPLOYERS SHALL NOT BE ELIGIBLE TO RECEIVE ANY DISTRIBUTION
FOR (I) THE BONUS PERIOD THAT INCLUDES SUCH TERMINATION OF EMPLOYMENT, (II) ANY
PRIOR BONUS PERIOD TO THE EXTENT NOT PAID BEFORE SUCH TERMINATION OF EMPLOYMENT
NOR (III) ANY FUTURE BONUS PERIODS.
6.2
TIMING OF PAYMENT.
ANY DISTRIBUTION TO BE PAID FOR A BONUS PERIOD
SHALL BE PAID NO LATER THAN THE 15TH DAY OF THE THIRD MONTH FOLLOWING THE END OF
THE BONUS PERIOD, EXCEPT THAT (I) THE AMOUNT OF ANY BONUS AWARD PAYABLE TO A
PARTICIPANT FOR THE BONUS PERIOD BEGINNING JANUARY 1, 2010 AND ENDING JUNE 30,
2010 THAT EXCEEDS THE PARTICIPANT'S TARGET AGGREGATE BONUS FOR SUCH BONUS PERIOD
SHALL BE PAID AT THE TIME DISTRIBUTIONS ARE TO BE MADE FOR THE BONUS PERIOD
BEGINNING JULY 1, 2010 AND ENDING DECEMBER 31, 2010 (SUBJECT TO THE PROVISIONS
OF SECTION 6.1 ABOVE).
6.3
PAYMENT OF AWARD.
THE AMOUNT OF THE BONUS AWARD TO BE PAID
PURSUANT TO THIS SECTION 6 TO A PARTICIPANT WHO IS EMPLOYED BY THE COMPANY SHALL
BE PAID IN ONE LUMP SUM CASH PAYMENT BY THE COMPANY EXCEPT THAT THE COMPANY, IN
ITS SOLE DISCRETION, MAY ELECT TO PAY PART OR ALL OF THE AMOUNT OF ANY BONUS
AWARD PAYABLE TO SUCH PARTICIPANT FOR THE BONUS PERIOD THAT EXCEEDS THE