RETURN RELATIVE TO PEER INDEX" SHALL BE, WITH RESPECT TO
ANY PERFORMANCE PERIOD, AS DEFINED BY THE COMMITTEE, IN ITS SOLE DISCRETION.
3.
ELIGIBILITY.
PERSONS EMPLOYED BY THE
COMPANY OR ANY OF ITS AFFILIATES DURING A PERFORMANCE PERIOD AND IN ACTIVE
SERVICE ARE ELIGIBLE TO BE PARTICIPANTS UNDER THE PLAN FOR SUCH PERFORMANCE
PERIOD (WHETHER OR NOT SO EMPLOYED OR LIVING AT THE DATE A BONUS IS PAID) AND
MAY BE CONSIDERED BY THE COMMITTEE FOR A BONUS.
AN INDIVIDUAL IS NOT RENDERED
INELIGIBLE TO BE A PARTICIPANT BY REASON OF BEING A MEMBER OF THE BOARD.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE COMMITTEE SHALL HAVE SOLE
DISCRETION TO DESIGNATE OR APPROVE THE PARTICIPANTS FOR ANY GIVEN PERFORMANCE
PERIOD.
4.
ADMINISTRATION.
(A)
UNLESS OTHERWISE DESIGNATED BY THE BOARD, THE HR AND COMPENSATION COMMITTEE
OF THE BOARD SHALL BE THE COMMITTEE UNDER THE PLAN.
A DIRECTOR MAY SERVE AS A
MEMBER OR AN ALTERNATE MEMBER OF THE COMMITTEE ONLY DURING PERIODS IN WHICH THE
DIRECTOR IS AN "OUTSIDE DIRECTOR" AS DESCRIBED IN CODE SECTION 162(M).
THE
COMMITTEE SHALL HAVE FULL POWER AND AUTHORITY TO CONSTRUE, INTERPRET AND
ADMINISTER THE PLAN.
IT MAY ISSUE RULES AND REGULATIONS FOR ADMINISTRATION OF
THE PLAN AND SHALL MEET AT SUCH TIMES AND PLACES AS IT MAY DETERMINE.
A
MAJORITY OF THE MEMBERS OF THE COMMITTEE SHALL CONSTITUTE A QUORUM AND ALL
DECISIONS OF THE COMMITTEE SHALL BE FINAL, CONCLUSIVE AND BINDING UPON ALL
PARTIES, INCLUDING THE COMPANY, ITS STOCKHOLDERS, EMPLOYEES AND PARTICIPANTS.
IN THE CASE OF PARTICIPANTS WHO ARE NOT COVERED OFFICERS, THE COMMITTEE MAY
EMPOWER CERTAIN PERSON(S) OR A COMMITTEE TO ADMINISTER THE PLAN AND TO PERFORM
THE DUTIES OF THE COMMITTEE SPECIFIED HEREIN, SUBJECT TO ANY LIMITATIONS IMPOSED
BY THE COMMITTEE AT THE TIME OF DELEGATION, AND SUBJECT TO MODIFICATION AT ANY
TIME THEREAFTER, WHOSE DECISIONS SHALL SIMILARLY BE FINAL, CONCLUSIVE AND
BINDING UPON ALL PARTIES.
(B)
THE EXPENSES OF THE ADMINISTRATION OF THE PLAN SHALL BE BORNE THE COMPANY.
5.
TERM.
SUBJECT TO SECTION 10(G), THE
PLAN SHALL BE EFFECTIVE AS OF NOVEMBER 1, 2002 AND SHALL BE APPLICABLE FOR
FUTURE FISCAL YEARS OF THE COMPANY UNLESS AMENDED OR TERMINATED BY THE BOARD OR
THE COMMITTEE PURSUANT TO SECTION 10(E).
6.
BONUSES.
(A)
PRIOR TO THE PREDETERMINATION DATE, THE COMMITTEE SHALL DESIGNATE OR
APPROVE (A) THE POSITIONS OR EMPLOYEES WHO WILL BE PARTICIPANTS FOR A
PERFORMANCE PERIOD, (B) THE
3
minimum and maximum Bonuses and the Target Bonuses for the position or employee,
(c) the applicable Performance Measures and combination of Performance Measures
and percentages allocated to the applicable Performance Measures; and (d) the
Performance Period.
All Performance Measures pertaining to a Covered Officer
shall be of such a nature that an objective third party having knowledge of all
the relevant facts could determine whether performance results with respect to
such Performance Measures have been achieved.
(B)
NOTWITHSTANDING THE FOREGOING, PRIOR TO THE DATE WHICH IS 90 DAYS AFTER THE
BEGINNING OF THE PERFORMANCE PERIOD, THE COMMITTEE SHALL DESIGNATE OR