to
determine the Participant's Bonus Award for
6
failure to achieve the desired individual performance levels during the Bonus
Period. Any reduction of a Participant's Performance Bonus shall be at the sole
and absolute discretion of the Committee.
6.
PAYMENT OF AWARDS
6.1
ELIGIBILITY FOR PAYMENT.
EXCEPT AS
OTHERWISE SET FORTH IN SECTIONS 7.1 AND 8.1 OF THIS PLAN OR UNDER ANY OTHER
AGREEMENT BETWEEN THE EMPLOYER AND THE PARTICIPANT OR ANY OTHER BENEFIT PLAN OF
THE EMPLOYER, BONUS AWARDS SHALL NOT BE PAID TO ANY PARTICIPANT WHO IS NOT
EMPLOYED BY AN EMPLOYER ON THE DATE THE DISTRIBUTION IS TO BE MADE, AND A
PARTICIPANT WHO TERMINATES EMPLOYMENT WITH ALL EMPLOYERS SHALL NOT BE ELIGIBLE
TO RECEIVE ANY DISTRIBUTION FOR (I) THE BONUS PERIOD THAT INCLUDES SUCH
TERMINATION OF EMPLOYMENT, (II) ANY PRIOR BONUS PERIOD TO THE EXTENT NOT PAID
BEFORE SUCH TERMINATION OF EMPLOYMENT NOR (III) ANY FUTURE BONUS PERIODS.
6.2
TIMING OF PAYMENT.
ANY DISTRIBUTION TO BE
PAID FOR A BONUS PERIOD SHALL BE PAID NO LATER THAN THE 15TH DAY OF THE THIRD
MONTH FOLLOWING THE END OF THE BONUS PERIOD, EXCEPT THAT (I) THE AMOUNT OF ANY
BONUS AWARD PAYABLE TO A PARTICIPANT FOR THE BONUS PERIOD BEGINNING JANUARY 1,
2009 AND ENDING JUNE 30, 2009 THAT EXCEEDS THE PARTICIPANT'S TARGET AGGREGATE
BONUS FOR SUCH BONUS PERIOD SHALL BE PAID AT THE TIME DISTRIBUTIONS ARE TO BE
MADE FOR THE BONUS PERIOD BEGINNING JULY 1, 2008 AND ENDING DECEMBER 31, 2009
(SUBJECT TO THE PROVISIONS OF SECTION 6.1 ABOVE).
6.3
PAYMENT OF AWARD.
THE AMOUNT OF THE BONUS
AWARD TO BE PAID TO THE PARTICIPANT PURSUANT TO THIS SECTION 6 SHALL BE PAID IN
ONE LUMP SUM CASH PAYMENT BY THE EMPLOYER THAT EMPLOYS THE PARTICIPANT.
6.4
TAXES; WITHHOLDING.
TO THE EXTENT REQUIRED
BY LAW, THE EMPLOYER SHALL WITHHOLD FROM ALL DISTRIBUTIONS MADE HEREUNDER ANY
AMOUNT REQUIRED TO BE WITHHELD BY THE FEDERAL AND ANY STATE OR LOCAL GOVERNMENT
OR OTHER APPLICABLE LAWS.
7.
CHANGE IN CONTROL
7.1
PAYMENT AFTER A CHANGE IN CONTROL.
IF AT
ANY TIME AFTER A CHANGE IN CONTROL OCCURS THE PARTICIPANT'S EMPLOYMENT WITH ALL
EMPLOYERS IS TERMINATED BY AN EMPLOYER FOR ANY REASON OTHER THAN CAUSE, DEATH OR
DISABILITY, THEN, THE PARTICIPANT SHALL BE ENTITLED TO RECEIVE FOR THE BONUS
PERIOD THAT INCLUDES THE DATE OF THE PARTICIPANT'S TERMINATION OF EMPLOYMENT THE
GREATER OF (I) THE PARTICIPANT'S TARGET AGGREGATE BONUS FOR THE BONUS PERIOD OR
(II) THE BONUS AWARD THAT WOULD RESULT BASED ON THE CORPORATE PERFORMANCE
OBJECTIVES ACHIEVED DURING THE BONUS PERIOD THROUGH THE TIME OF THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT (ANNUALIZED OR OTHERWISE ADJUSTED
CONSIDERING PROGRESS TOWARDS GOALS AND THE PORTION OF THE BONUS PERIOD PRECEDING
THE PARTICIPANT'S TERMINATION OF EMPLOYMENT COMPARED TO THE ENTIRE BONUS
PERIOD), CALCULATED ON THE SAME BASIS AS OTHER SIMILARLY-SITUATED PARTICIPANTS,
EXCEPT THAT THE BONUS AWARD FOR THAT BONUS PERIOD SHALL BE BASED SOLELY UPON THE
PARTICIPANT'S COMPENSATION FOR THAT BONUS PERIOD THROUGH THE TIME OF TERMINATION
OF EMPLOYMENT.
IN THAT EVENT,