THE CODE, SETTLEMENT OF SUCH PERFORMANCE UNITS SHALL NOT OCCUR UNTIL THE
EARLIEST OF (1) DATE SUCH PERFORMANCE UNITS WOULD OTHERWISE BE SETTLED PURSUANT
TO THE TERMS OF THE PERFORMANCE UNIT AGREEMENT AND (2) THE PARTICIPANT'S
"SEPARATION OF SERVICE" WITHIN THE MEANING OF SECTION 409A OF THE CODE.
(IV)
EACH AWARD SHALL BE CONFIRMED BY, AND BE SUBJECT TO, THE TERMS OF
A PERFORMANCE UNIT AGREEMENT.
(V)
THE COMMITTEE MAY DETERMINE IN THE APPLICABLE PERFORMANCE UNIT
AGREEMENT (OR OTHERWISE), WHETHER AND, THE MANNER IN WHICH, DIVIDEND EQUIVALENTS
SHALL BE PAYABLE ON THE SHARES OF COMMON STOCK WITH RESPECT TO WHICH PERFORMANCE
UNITS HAVE BEEN AWARDED.
IN THE EVENT THAT THE COMMITTEE DETERMINES TO PROVIDE
FOR THE PAYMENT OF DIVIDEND EQUIVALENTS, SUCH DIVIDEND EQUIVALENTS SHALL BE
SUBJECT TO VESTING
17
AND PAYMENT RESTRICTIONS (INCLUDING THE FORM OF PAYMENT IN CASH OR COMMON STOCK)
AS PROVIDED IN THE UNDERLYING PERFORMANCE UNIT.
SECTION 9. TAX OFFSET BONUSES.
At the time an Award, other than a Stock Option or Stock Appreciation Right,is
made hereunder or at any time thereafter, the Committee may grant to the
participant receiving such Award the right to receive a cash payment in an
amount specified by the Committee, to be paid at such time or times (if ever) as
the Award results in compensation income to the participant, for the purpose of
assisting the participant to pay the resulting taxes, all as determined by the
Committee and on such other terms and conditions as the Committee shall
determine; provided that any such cash payment shall be structured either (i) to
comply with Section 409A of the Code or (b) to be exempt from Section 409A of
the Code.
SECTION 10. BONUS AWARDS.
(A)
DETERMINATION OF AWARDS.
THE COMMITTEE SHALL DETERMINE THE BONUS
AWARDS FOR EACH PLAN YEAR OR SHORTER PERIOD, IF APPLICABLE (THE "BONUS
PERIOD").
PRIOR TO THE BEGINNING OF THE BONUS PERIOD (OR SUCH LATER DATE AS MAY
BE PRESCRIBED BY THE INTERNAL REVENUE SERVICE UNDER SECTION 162(M) OF THE CODE),
THE COMMITTEE SHALL ESTABLISH PERFORMANCE GOALS FOR BONUS AWARDS FOR THE BONUS
PERIOD; PROVIDED, THAT SUCH PERFORMANCE GOALS MAY BE ESTABLISHED AT A LATER DATE
FOR PARTICIPANTS WHO ARE NOT COVERED EMPLOYEES.
BONUS AMOUNTS PAYABLE TO ANY
INDIVIDUAL PARTICIPANT WITH RESPECT TO ANY CALENDAR YEAR WILL BE LIMITED TO A
MAXIMUM OF $10 MILLION.
(B)
PAYMENT OF AWARDS.
BONUS AWARDS UNDER THE PLAN SHALL BE PAID IN
CASH OR IN SHARES OF COMMON STOCK (VALUED AT FAIR MARKET VALUE AS OF THE DATE OF
PAYMENT) AS DETERMINED BY THE COMMITTEE.
IT IS INTENDED THAT A BONUS AWARD WILL
BE PAID NO LATER THAN THE FIFTEENTH (15TH) DAY OF THE THIRD MONTH FOLLOWING THE
LATER OF: (I) THE END OF THE PARTICIPANT'S TAXABLE YEAR IN WHICH THE
REQUIREMENTS FOR SUCH BONUS AWARD HAVE BEEN SATISFIED BY THE PARTICIPANT OR
(II) THE END OF THE CORPORATION'S FISCAL YEAR IN WHICH THE REQUIREMENTS FOR SUCH
BONUS AWARD HAVE BEEN SATISFIED BY THE PARTICIPANT.
TO THE EXTENT PROVIDED BY
THE