in its
current form and as it may be hereafter amended.
4
"Revenues" means revenues as reported on the Company's financial statements
filed with the Securities and Exchange Commission.
"Target Aggregate Bonus" means the Bonus Award that would be earned if the
Participant's Performance Bonus Multiplier were one hundred percent (100%).
"Target Bonus Percent" means the percent of the Participant's Compensation that
will be earned as a Performance Bonus where the Corporate Performance Objectives
that are achieved for the Bonus Period result in a Performance Bonus Multiplier
of one hundred percent (100%).
The Target Bonus Percent for each Participant's
position shall be established by the Committee.
3.
ADMINISTRATION OF THE PLAN
3.1
ADMINISTRATION OF THE PLAN.
THE COMMITTEE
SHALL BE THE SOLE ADMINISTRATOR OF THE PLAN AND SHALL HAVE FULL AUTHORITY TO
FORMULATE ADJUSTMENTS AND MAKE INTERPRETATIONS UNDER THE PLAN AS IT DEEMS
APPROPRIATE. THE COMMITTEE SHALL ALSO BE EMPOWERED TO MAKE ANY AND ALL OF THE
DETERMINATIONS NOT HEREIN SPECIFICALLY AUTHORIZED WHICH MAY BE NECESSARY OR
DESIRABLE FOR THE EFFECTIVE ADMINISTRATION OF THE PLAN. ANY DECISION OR
INTERPRETATION OF ANY PROVISION OF THIS PLAN ADOPTED BY THE COMMITTEE SHALL BE
FINAL AND CONCLUSIVE. BENEFITS UNDER THIS PLAN SHALL BE PAID ONLY IF THE
COMMITTEE DETERMINES, IN ITS SOLE DISCRETION, THAT THE PARTICIPANT OR
BENEFICIARY IS ENTITLED TO THEM. NONE OF THE MEMBERS OF THE COMMITTEE SHALL BE
LIABLE FOR ANY ACT DONE OR NOT DONE IN GOOD FAITH WITH RESPECT TO THIS PLAN. THE
COMPANY SHALL BEAR ALL EXPENSES OF ADMINISTERING THIS PLAN.
4.
ELIGIBILITY
4.1
ESTABLISHING PARTICIPATION.
THE COMMITTEE
SHALL SELECT EACH EMPLOYEE WHO SHALL PARTICIPATE IN THE PLAN FOR EACH BONUS
PERIOD BY NAME, POSITION OR ZONE WITHIN THE CAREER BAND SYSTEM.
THE COMMITTEE
SHALL RETAIN THE DISCRETION TO NAME AS A PARTICIPANT ANY EMPLOYEE HIRED OR
PROMOTED AFTER THE COMMENCEMENT OF THE BONUS PERIOD.
5.
AMOUNT OF BONUS AWARDS
5.1
ESTABLISHMENT OF BONUSES.
(A)
INITIAL DETERMINATIONS.
FOR EACH BONUS
PERIOD, THE COMMITTEE SHALL ESTABLISH GENERALLY FOR EACH PARTICIPANT THE TARGET
BONUS PERCENT AND THE PERFORMANCE BONUS MULTIPLIER THAT WILL APPLY WITH RESPECT
TO THE DESIGNATED LEVELS OF ACHIEVEMENT OF THE CORPORATE PERFORMANCE OBJECTIVES.
THE PERFORMANCE BONUS MULTIPLIER FOR EACH PARTICIPANT WILL BE BASED ON THE
ACHIEVEMENT OF SUCH CORPORATE PERFORMANCE OBJECTIVES AS THE COMMITTEE SHALL
DESIGNATE, WHICH MAY INCLUDE THE ACHIEVEMENT OF ONE OR MORE CORPORATE
PERFORMANCE OBJECTIVES OR ANY COMBINATION OF CORPORATE PERFORMANCE OBJECTIVES AS
THE COMMITTEE MAY SELECT.
(B)
PERFORMANCE OBJECTIVES.
FOR EACH BONUS
PERIOD, THE COMMITTEE SHALL ESTABLISH THE CORPORATE PERFORMANCE OBJECTIVES THAT
MUST BE ACHIEVED TO DETERMINE EACH PARTICIPANT'S PERFORMANCE BONUS MULTIPLIER
FOR THE BONUS PERIOD. TO THE EXTENT THE CORPORATE PERFORMANCE OBJECTIVES ARE NOT
ACHIEVED, THE PERFORMANCE BONUS MULTIPLIER SHALL BE ZERO (0).
THE
5
CORPORATE PERFORMANCE OBJECTIVES TO BE ACHIEVED MUST TAKE INTO ACCOUNT AND BE
CALCULATED WITH RESPECT TO THE FULL ACCRUAL AND PAYMENT OF THE BONUS AWARDS
UNDER THE PLAN.
The Corporate Performance Objectives must be established in writing no later
than the earlier of (i)