CREDITED PURSUANT TO SECTION 6.2 IN SHARE
UNITS.
15.29.
SHARE UNIT COMPENSATION.
"SHARE UNIT COMPENSATION" MEANS THE
COMPENSATION PAID TO QUALIFIED DIRECTORS IN THE FORM OF CREDITS TO THEIR SHARE
ACCOUNTS PURSUANT TO SECTION 5.1.
15.30.
SHARE UNITS.
"SHARE UNITS" MEANS A UNIT CREDITED TO A PARTICIPANT'S
SHARE ACCOUNT PURSUANT TO SECTIONS 4, 5.1, 5.2 AND 6.2, EACH OF WHICH REPRESENTS
THE ECONOMIC EQUIVALENT OF ONE SHARE.
A PARTICIPANT WILL NOT HAVE ANY RIGHTS AS
A STOCKHOLDER WITH RESPECT TO SHARE UNITS UNTIL THE PARTICIPANT IS DISTRIBUTED
SHARES PURSUANT TO SECTION 8 OF THE PLAN.
15.31.
SHARES.
"SHARES" MEANS SHARES OF COMMON STOCK OF THE COMPANY, $1.00
PAR VALUE, OR SUCH OTHER CLASS OR KIND OF SHARES OR OTHER SECURITIES AS MAY BE
APPLICABLE PURSUANT TO SECTION 17.3.
15.32.
TRUST.
"TRUST" MEANS ANY TRUST OR TRUSTS ESTABLISHED BY THE COMPANY
PURSUANT TO SECTION 11.1 OF THE PLAN.
15.33.
TRUSTEE.
"TRUSTEE" MEANS THE INDEPENDENT CORPORATE TRUSTEE OR
TRUSTEES THAT AT THE RELEVANT TIME HAS OR HAVE BEEN APPOINTED TO ACT AS TRUSTEE
OF THE TRUST.
15.34.
UNFORESEEABLE EMERGENCY.
"UNFORESEEABLE EMERGENCY" MEANS AN
UNANTICIPATED EMERGENCY THAT IS CAUSED BY AN EVENT BEYOND THE PARTICIPANT'S
CONTROL RESULTING IN A SEVERE FINANCIAL HARDSHIP THAT CANNOT BE SATISFIED
THROUGH OTHER MEANS.
THE EXISTENCE OF AN UNFORESEEABLE EMERGENCY WILL BE
DETERMINED BY THE ADMINISTRATOR.
17
16.
ADMINISTRATION.
16.1.
ADMINISTRATOR.
THE GENERAL ADMINISTRATION OF THE PLAN AND THE DUTY
TO CARRY OUT ITS PROVISIONS WILL BE VESTED IN THE COMPENSATION COMMITTEE OF THE
BOARD OR SUCH OTHER BOARD COMMITTEE AS MAY BE SUBSEQUENTLY DESIGNATED AS
ADMINISTRATOR BY THE BOARD.
SUCH COMMITTEE MAY DELEGATE SUCH DUTY OR ANY
PORTION THEREOF TO A NAMED PERSON AND MAY FROM TIME TO TIME REVOKE SUCH
AUTHORITY AND DELEGATE IT TO ANOTHER PERSON.
16.2.
PLAN RULES AND REGULATIONS.
THE ADMINISTRATOR HAS THE
DISCRETIONARY POWER AND AUTHORITY TO MAKE SUCH PLAN RULES AS THE ADMINISTRATOR
DETERMINES TO BE CONSISTENT WITH THE TERMS, AND ADVISABLE IN CONNECTION WITH THE
ADMINISTRATION, OF THE PLAN AND TO MODIFY OR RESCIND ANY SUCH PLAN RULES.
IN
ADDITION, THE ADMINISTRATOR HAS THE DISCRETIONARY POWER AND AUTHORITY TO LIMIT
OR MODIFY APPLICATION OF PLAN PROVISIONS AND PLAN RULES AS THE ADMINISTRATOR
DETERMINES TO BE ADVISABLE TO FACILITATE TAX DEFERRAL TREATMENT (OR ACCOMMODATE
THE UNAVAILABILITY THEREOF) FOR OPTIONS GRANTED TO, OR AMOUNTS CREDITED WITH
RESPECT TO, NON-U.S. RESIDENT PARTICIPANTS.
16.3.
ADMINISTRATOR'S DISCRETION.
THE ADMINISTRATOR HAS THE SOLE
DISCRETIONARY POWER AND AUTHORITY TO MAKE ALL DETERMINATIONS NECESSARY FOR
ADMINISTRATION OF THE PLAN, EXCEPT THOSE DETERMINATIONS THAT THE PLAN REQUIRES
OTHERS TO MAKE, AND TO CONSTRUE, INTERPRET, APPLY AND ENFORCE THE PROVISIONS OF
THE PLAN AND PLAN RULES WHENEVER NECESSARY TO CARRY OUT ITS INTENT AND PURPOSE
AND TO FACILITATE ITS ADMINISTRATION, INCLUDING, WITHOUT LIMITATION, THE
DISCRETIONARY POWER AND AUTHORITY TO REMEDY AMBIGUITIES, INCONSISTENCIES,
OMISSIONS AND ERRONEOUS BENEFIT CALCULATIONS.
IN THE EXERCISE OF ITS
DISCRETIONARY POWER AND AUTHORITY, THE ADMINISTRATOR WILL TREAT ALL SIMILARLY
SITUATED PERSONS UNIFORMLY.
16.4.
SPECIALIST'S ASSISTANCE.
THE ADMINISTRATOR MAY RETAIN SUCH
ACTUARIAL, ACCOUNTING, LEGAL, CLERICAL AND OTHER