THE
PERFORMANCE PERIOD IN RESPONSE TO CHANGING BUSINESS GOALS, NEEDS AND OPERATIONS.
(B)
EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 4 OR WITH RESPECT TO
INDIVIDUAL PERFORMANCE DETERMINATIONS:
(I) ANY BONUSES PAID TO COVERED
EXECUTIVES UNDER THE INCENTIVE PLAN SHALL BE BASED UPON OBJECTIVELY DETERMINABLE
BONUS FORMULAS THAT TIE SUCH BONUSES TO ONE OR MORE PERFORMANCE TARGETS RELATING
TO THE CORPORATE PERFORMANCE GOALS, (II) BONUS FORMULAS FOR COVERED EXECUTIVES
SHALL BE ADOPTED IN EACH PERFORMANCE PERIOD BY THE COMPENSATION COMMITTEE AND
(III) NO BONUSES SHALL BE PAID TO COVERED EXECUTIVES UNLESS AND UNTIL THE
COMPENSATION COMMITTEE MAKES A DETERMINATION WITH RESPECT TO THE ATTAINMENT OF
THE PERFORMANCE OBJECTIVES.
(C)
EACH COVERED EXECUTIVE SHALL HAVE A TARGETED BONUS OPPORTUNITY FOR
EACH PERFORMANCE PERIOD.
THE COMPANY MUST ATTAIN THE MINIMUM CORPORATE
PERFORMANCE GOALS, AS ESTABLISHED BY THE COMPENSATION COMMITTEE, FOR ANY BONUS
PAYMENT TO BE MADE.
IN THE EVENT THAT THE MINIMUM THRESHOLD FOR ACHIEVEMENT OF
THE CORPORATE PERFORMANCE GOALS HAS NOT BEEN ATTAINED THEN NO COVERED EXECUTIVE
SHALL BE ELIGIBLE FOR THE PORTION OF THE TARGET BONUS OPPORTUNITY ATTRIBUTABLE
TO INDIVIDUAL PERFORMANCE.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, THE COMPANY MAY ADJUST BONUSES PAYABLE UNDER THE INCENTIVE PLAN BASED
ON ACHIEVEMENT OF INDIVIDUAL PERFORMANCE GOALS OR PAY BONUSES (INCLUDING,
WITHOUT LIMITATION, DISCRETIONARY BONUSES) TO COVERED EXECUTIVES UNDER THE
INCENTIVE PLAN BASED UPON SUCH OTHER TERMS AND CONDITIONS AS THE COMPENSATION
COMMITTEE MAY IN ITS DISCRETION DETERMINE.
(D)
A COVERED EXECUTIVE MAY BE AWARDED BONUSES IN EXCESS OF THE
TARGETED BONUS OPPORTUNITY, AS DETERMINED BY THE COMPENSATION COMMITTEE, AS A
"STRETCH" BONUS AMOUNT IF (I) THE COMPANY EXCEEDS THE CORPORATE PERFORMANCE
GOALS ESTABLISHED BY THE COMPENSATION
2
COMMITTEE AND/OR (II) THE COMPANY ACHIEVES AT LEAST THE MINIMUM CORPORATE
PERFORMANCE GOALS ESTABLISHED BY THE COMPENSATION COMMITTEE AND THE INDIVIDUAL
PERFORMANCE OF SUCH COVERED EXECUTIVE IS MEASURED AS OUTSTANDING.
NOTWITHSTANDING THE FOREGOING, THE MAXIMUM BONUS PAYABLE TO A COVERED EXECUTIVE
UNDER THE INCENTIVE PLAN SHALL NOT EXCEED 200% OF THE COVERED EXECUTIVE'S TARGET
BONUS OPPORTUNITY.
(E)
THE PAYMENT OF A BONUS TO A COVERED EXECUTIVE WITH RESPECT TO A
PERFORMANCE PERIOD SHALL BE CONDITIONED UPON THE COVERED EXECUTIVE'S EMPLOYMENT
BY THE COMPANY ON THE LAST DAY OF THE PERFORMANCE PERIOD; PROVIDED, HOWEVER,
THAT THE COMPENSATION COMMITTEE MAY MAKE EXCEPTIONS TO THIS REQUIREMENT, IN ITS
SOLE DISCRETION, INCLUDING, WITHOUT LIMITATION, IN THE CASE OF A COVERED
EXECUTIVE'S TERMINATION OF EMPLOYMENT, RETIREMENT, DEATH OR DISABILITY.
5.
Performance Period and Timing of Payment
This Incentive Plan will measure and reward performance on an annual basis
(January 1 - December 31).
The Corporate Performance Goals will be measured at
the end of each fiscal year after the Company's financial reports have been
published.
If the Corporate Performance Goals are met, payments will be made
within 30 days thereafter, but not later than March 15.
6.
Amendment and Termination
The Company reserves the right to amend or terminate the Incentive Plan at any
time in its sole discretion.
7.
Miscellaneous
The bonus opportunity for individuals who