OR
APPROVE THE PARTICIPANTS FOR ANY GIVEN PERFORMANCE PERIOD.
4.
ADMINISTRATION.
(A)
UNLESS OTHERWISE DESIGNATED BY THE BOARD, THE HR & COMPENSATION
COMMITTEE OF THE BOARD SHALL BE THE COMMITTEE UNDER THE PLAN.
A DIRECTOR MAY
SERVE AS A MEMBER OR AN ALTERNATE MEMBER OF THE COMMITTEE ONLY DURING PERIODS IN
WHICH THE DIRECTOR IS AN "OUTSIDE DIRECTOR" AS DESCRIBED IN CODE SECTION
162(M).
THE COMMITTEE SHALL HAVE FULL POWER AND AUTHORITY TO CONSTRUE,
INTERPRET AND ADMINISTER THE PLAN.
IT MAY ISSUE RULES AND REGULATIONS FOR
ADMINISTRATION OF THE PLAN AND SHALL MEET AT SUCH TIMES AND PLACES AS IT MAY
DETERMINE.
A MAJORITY OF THE MEMBERS OF THE COMMITTEE SHALL CONSTITUTE A QUORUM
AND ALL DECISIONS OF THE COMMITTEE SHALL BE FINAL, CONCLUSIVE AND BINDING UPON
ALL PARTIES, INCLUDING THE COMPANY, ITS STOCKHOLDERS, EMPLOYEES AND
PARTICIPANTS.
IN THE CASE OF PARTICIPANTS WHO ARE NOT COVERED OFFICERS, THE
COMMITTEE MAY EMPOWER CERTAIN PERSON(S) OR A COMMITTEE TO ADMINISTER THE PLAN,
TO THE EXTENT SPECIFIED BY THE COMMITTEE AT THE TIME OF DELEGATION, AND SUBJECT
TO MODIFICATION AT ANY TIME THEREAFTER, WHOSE DECISIONS SHALL SIMILARLY BE
FINAL, CONCLUSIVE AND BINDING UPON ALL PARTIES.
(B)
THE EXPENSES OF THE ADMINISTRATION OF THE PLAN SHALL BE BORNE BY
THE COMPANY.
5.
TERM.
SUBJECT TO SECTION 10(G), THE PLAN SHALL BE EFFECTIVE AS
OF
MAY 1, 2002 AND SHALL BE APPLICABLE FOR FUTURE FISCAL YEARS OF THE COMPANY
UNLESS AMENDED OR TERMINATED BY THE BOARD OR THE COMMITTEE PURSUANT TO SECTION
10(E).
6.
BONUSES. PRIOR TO THE PREDETERMINATION DATE, THE COMMITTEE OR, IF
APPLICABLE, THE COMMITTEE'S DELEGATE, SHALL DESIGNATE OR APPROVE (A) THE
POSITIONS OR EMPLOYEES WHO WILL BE PARTICIPANTS FOR A PERFORMANCE PERIOD,
(B) THE MINIMUM AND MAXIMUM BONUSES AND THE TARGET BONUSES FOR THE POSITION OR
EMPLOYEE, (C) THE APPLICABLE PERFORMANCE MEASURES AND COMBINATION OF PERFORMANCE
MEASURES AND PERCENTAGES ALLOCATED TO THE APPLICABLE PERFORMANCE MEASURES; AND
(D) THE PERFORMANCE PERIOD.
ALL PERFORMANCE MEASURES PERTAINING TO A COVERED
OFFICER SHALL BE OF SUCH A NATURE THAT AN OBJECTIVE
3
THIRD PARTY HAVING KNOWLEDGE OF ALL THE RELEVANT FACTS COULD DETERMINE WHETHER
PERFORMANCE RESULTS WITH RESPECT TO SUCH PERFORMANCE MEASURES HAVE BEEN
ACHIEVED.
7.
DETERMINATION OF AMOUNT OF BONUS.
(A)
CALCULATION.
AS SOON AS ADMINISTRATIVELY PRACTICABLE AFTER THE
END OF THE RELEVANT PERFORMANCE PERIOD, THE COMMITTEE, OR, IN THE CASE OF A
BONUS TO A PARTICIPANT WHO IS NOT A COVERED OFFICER, THE PERSON(S) OR COMMITTEE
EMPOWERED BY THE COMMITTEE OR THE BOARD, SHALL DETERMINE THE AMOUNT OF THE BONUS
FOR EACH PARTICIPANT BY:
(I)
DETERMINING THE ACTUAL PERFORMANCE RESULTS FOR EACH PERFORMANCE
MEASURE;
(II)
DETERMINING THE AMOUNT TO WHICH EACH PARTICIPANT IS ENTITLED
BASED ON THE PERCENTAGE ALLOCATED BY THE COMMITTEE TO EACH PERFORMANCE MEASURE
AGAINST THE TARGET BONUS FOR EACH PARTICIPANT; AND
(III)
CERTIFYING BY RESOLUTION DULY ADOPTED BY THE COMMITTEE (OR BY THE
PERSON(S) OR COMMITTEE EMPOWERED BY THE COMMITTEE IN THE CASE OF PARTICIPANTS
WHO ARE NOT COVERED OFFICERS) THE AMOUNT OF THE BONUS FOR EACH PARTICIPANT SO
DETERMINED.