INTEREST, AT SUCH RATE OR
RATES FIXED BY THE COMMITTEE, ON ANY DELAYED PAYMENT. THE ACCUMULATED POSTPONED
AMOUNT, WITH INTEREST FOR THE PERIOD OF DELAY IF APPLICABLE, SHALL BE PAID TO
THE ELIGIBLE PARTICIPANT IN A LUMP SUM PAYMENT ON THE 10TH DAY AFTER THE END OF
THE SIX-MONTH PERIOD. PAYMENT OF THE ACCUMULATED POSTPONED AMOUNT (AND INTEREST,
IF APPLICABLE) SHALL BE TREATED AS MADE ON THE SPECIFIED DATE IF THE PAYMENT IS
MADE AT SUCH DATE OR A LATER DATE WITHIN THE SAME CALENDAR YEAR, OR IF LATER, BY
THE 15TH DAY OF THE THIRD MONTH FOLLOWING THE SPECIFIED DATE (PROVIDED THE
ELIGIBLE PARTICIPANT MAY NOT, DIRECTLY OR INDIRECTLY, DESIGNATE THE YEAR OF
PAYMENT).
IF THE ELIGIBLE PARTICIPANT DIES DURING THE POSTPONEMENT PERIOD PRIOR TO THE
PAYMENT OF POSTPONED AMOUNT, THE AMOUNTS WITHHELD ON ACCOUNT OF CODE SECTION
409A SHALL BE PAID AS SPECIFIED IN SECTION 14 HEREOF WITHIN 90 DAYS OF THE DATE
OF ELIGIBLE PARTICIPANT'S DEATH.
PART IC PERFORMANCE AND OTHER AWARDS
12.
DETERMINATION OF PERFORMANCE AND OTHER AWARDS
(A)
EACH YEAR THE COMMITTEE IN ITS SOLE
DISCRETION MAY AUTHORIZE OTHER FORMS OF AWARDS SUCH AS, BUT NOT LIMITED TO,
PERFORMANCE AWARDS, IF THE COMMITTEE DEEMS IT APPROPRIATE TO DO SO IN ORDER TO
FURTHER THE PURPOSES OF THE PLAN.
(B)
A "PERFORMANCE AWARD" SHALL MEAN AN AWARD
WHICH ENTITLES THE PARTICIPANT TO RECEIVE CASH OR OTHER COMPENSATION, OR ANY
COMBINATION THEREOF, IN AN AMOUNT WHICH DEPENDS UPON THE FINANCIAL PERFORMANCE
OF THE COMPANY DURING A STATED PERIOD OF MORE THAN ONE YEAR. PERFORMANCE FOR
THIS PURPOSE MAY BE MEASURED BY THE GROWTH IN BOOK VALUE OF THE COMMON STOCK OF
THE COMPANY, AN INCREASE IN PER SHARE EARNINGS OF THE COMPANY, AN INCREASE IN
OPERATING CASH FLOW OR ANY OTHER INDICATORS SPECIFIED BY THE COMMITTEE. THE
COMMITTEE SHALL ALSO FIX THE PERIOD DURING WHICH SUCH PERFORMANCE IS TO BE
MEASURED, THE VALUE OF A PERFORMANCE AWARD FOR PURPOSES OF PROVIDING FOR THE
ACCRUAL PURSUANT TO SECTION 5 OF THE PLAN AND THE FORM OF PAYMENT TO BE MADE IN
RESPECT OF THE PERFORMANCE AWARD.
8
PART ID LONG-TERM PERFORMANCE AWARDS
13.
DETERMINATION OF LONG-TERM PERFORMANCE AWARDS
(A)
GENERAL. EACH YEAR THE COMMITTEE SHALL
DESIGNATE THOSE PARTICIPANTS WHO SHALL BE ELIGIBLE TO RECEIVE LONG-TERM
PERFORMANCE AWARDS UNDER THIS PART OF THE PLAN.
(B)
CERTAIN DEFINITIONS. FOR PURPOSES OF THIS
PART ID, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS SPECIFIED:
"CODE SECTION 162(M)" SHALL MEAN SECTION 162(M) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (OR ANY SUCCESSOR PROVISION), AND "REGULATIONS" SHALL MEAN THE
REGULATIONS PROMULGATED THEREUNDER, AS FROM TIME TO TIME IN EFFECT.
"ELIGIBLE PARTICIPANTS" SHALL MEAN CERTAIN KEY BUSINESS LEADERS AND SENIOR
MANAGEMENT OF THE COMPANY AS DETERMINED IN THE DISCRETION OF THE COMMITTEE.
"LONG-TERM PERFORMANCE GOAL" MEANS, FOR ANY PERFORMANCE PERIOD, THE BUSINESS
CRITERIA SELECTED BY THE COMMITTEE TO MEASURE THE PERFORMANCE DURING SUCH
PERFORMANCE PERIOD OF THE COMPANY (OR OF A DIVISION, SUBSIDIARY OR GROUP
THEREOF) FROM ONE OR MORE OF THE