OF PROVIDING DEFERRED COMPENSATION FOR A "SELECT GROUP
OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES" WITHIN THE MEANING OF SECTIONS
201(2), 301(A)(3) AND 401(A)(1) OF ERISA.
THE ANNUAL DEFERRAL ACCOUNTS SHALL BE
ADMINISTERED AND INTERPRETED TO THE EXTENT POSSIBLE IN A MANNER CONSISTENT WITH
THOSE INTENTIONS.
ARTICLE 3
STOCK BONUSES
3.01.
STOCK BONUS.
SUBJECT TO ARTICLE 3.06, THE COMMITTEE SHALL HAVE
SOLE DISCRETION TO DETERMINE IN RESPECT OF EACH PLAN YEAR AND EACH ELIGIBLE
EMPLOYEE:
(A) WHETHER ANY STOCK BONUSES SHALL BE MADE; (B) THE ELIGIBLE
EMPLOYEE(S) WHO SHALL BE ENTITLED TO SUCH STOCK BONUSES; (C) THE AMOUNT OF SUCH
STOCK BONUSES (EACH, A "STOCK BONUS AMOUNT"); (D) THE DATE(S) ON WHICH ANY
PORTION OF SUCH STOCK BONUSES SHALL BE CREDITED TO EACH ELIGIBLE EMPLOYEE'S
STOCK BONUS ACCOUNT; (E) THE VESTING TERMS APPLICABLE TO SUCH STOCK BONUSES;
(F) THE INVESTMENT OPTION(S) THAT SHALL APPLY TO SUCH STOCK BONUSES; AND (G) ANY
OTHER TERMS AND CONDITIONS APPLICABLE TO SUCH STOCK BONUSES.
THE COMMITTEE'S
SELECTION OF AN ELIGIBLE EMPLOYEE WHO IS ENTITLED TO RECEIVE A STOCK BONUS WILL
NOT ENTITLE THAT EMPLOYEE TO RECEIVE ANOTHER STOCK BONUS, UNLESS SUCH EMPLOYEE
IS AGAIN SELECTED BY THE COMMITTEE TO RECEIVE ANOTHER STOCK BONUS.
3.02.
STOCK BONUS ACCOUNT.
IF THE COMMITTEE DETERMINES TO CREDIT AN
ELIGIBLE EMPLOYEE WITH A STOCK BONUS, THE NUMBER OF SHARE UNITS TO BE CREDITED
FOR SUCH STOCK BONUS WITH EFFECT ON THE REFERENCE DATE FOR SUCH STOCK BONUS
SHALL BE EQUAL TO THE QUOTIENT OF:
(A) THE STOCK BONUS AMOUNT, DIVIDED BY
(B) THE STOCK BONUS MARKET VALUE OF A SHARE OF COMPANY STOCK.
FRACTIONAL SHARE
UNITS, IF ANY, WILL BE CREDITED TO THE PARTICIPANT'S STOCK BONUS ACCOUNT.
A
SEPARATE STOCK BONUS ACCOUNT SHALL BE ESTABLISHED AND MAINTAINED FOR EACH STOCK
BONUS.
THE COMMITTEE MAY, BUT IS NOT REQUIRED TO, MAKE AVAILABLE OTHER
INVESTMENT BENCHMARKS FROM TIME TO TIME TO MEASURE THE VALUE OF A PARTICIPANT'S
STOCK BONUS ACCOUNTS.
3.03.
VESTING.
A PARTICIPANT SHALL BE VESTED IN HIS OR HER STOCK BONUS
ACCOUNT AS SET FORTH IN THE AWARD MATERIALS FOR SUCH STOCK BONUS.
THE VESTING
TERMS OF STOCK BONUS ACCOUNTS SET FORTH IN THE AWARD MATERIALS SHALL BE
ESTABLISHED BY THE COMMITTEE IN ITS SOLE DISCRETION AND MAY VARY FOR EACH
PARTICIPANT AND FOR EACH STOCK BONUS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THE PLAN OR ANY AWARD MATERIALS, THE COMMITTEE SHALL HAVE THE
AUTHORITY, EXERCISABLE IN ITS SOLE DISCRETION, TO ACCELERATE THE VESTING OF ANY
AMOUNTS CREDITED TO ANY STOCK BONUS ACCOUNT OF ANY PARTICIPANT.
3.04.
PAYMENT MEDIUM.
THE DISTRIBUTION OF A PARTICIPANT'S STOCK BONUS
ACCOUNT SHALL BE PAID IN COMPANY STOCK OR IN CASH, IN THE SOLE DISCRETION OF THE
PARTICIPANT; PROVIDED, HOWEVER, THAT IF A PARTICIPANT ELECTS TO RECEIVE PAYMENT
IN COMPANY STOCK, ANY FRACTIONAL SHARE UNITS SHALL
10
BE PAID IN CASH.
A PARTICIPANT'S ELECTION TO RECEIVE THE DISTRIBUTION OF HIS OR
HER STOCK BONUS ACCOUNT SHALL BE MADE PRIOR TO THE PAYMENT OF SUCH STOCK BONUS
ACCOUNT AT SUCH TIME AND IN SUCH