BONUSES FOR EACH INDIVIDUAL PARTICIPANT BY NO LATER THAN 60 DAYS AFTER
THE EFFECTIVE DATE.
(C)
MAXIMUM AMOUNT PAYABLE. AS SOON AS PRACTICABLE AFTER THE
PERFORMANCE PERIOD ENDS BUT IN NO EVENT LATER THAN THE DATE THAT IS 75 DAYS
AFTER THE END OF THE TAXABLE YEAR IN RESPECT OF WHICH THE APPLICABLE BONUSES ARE
PAYABLE, THE COMMITTEE SHALL DETERMINE (I) WHETHER AND TO WHAT EXTENT ANY OF THE
PERFORMANCE OBJECTIVES ESTABLISHED FOR THE RELEVANT PERFORMANCE PERIOD UNDER
SECTION 4(A) HAVE BEEN SATISFIED AND (II) FOR EACH PARTICIPANT WHO IS EMPLOYED
BY THE COMPANY OR ONE OF ITS SUBSIDIARIES ON THE LAST DAY OF THE PERFORMANCE
PERIOD FOR WHICH THE BONUS IS PAYABLE, THE ACTUAL BONUS TO WHICH SUCH
PARTICIPANT SHALL BE ENTITLED, TAKING INTO CONSIDERATION THE EXTENT TO WHICH THE
PERFORMANCE OBJECTIVES HAVE BEEN MET AND SUCH OTHER FACTORS AS THE COMMITTEE MAY
DEEM APPROPRIATE. ANY PROVISION OF THIS PLAN NOTWITHSTANDING, IN NO EVENT SHALL
ANY PARTICIPANT RECEIVE A BONUS UNDER THIS PLAN IN RESPECT OF ANY FISCAL YEAR OF
THE COMPANY IN EXCESS OF $10 MILLION.
(D)
NEGATIVE DISCRETION. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN
SECTION 4(C) TO THE CONTRARY, THE COMMITTEE SHALL HAVE THE RIGHT, IN ITS
ABSOLUTE DISCRETION, (I) TO REDUCE OR ELIMINATE THE AMOUNT OTHERWISE PAYABLE TO
ANY PARTICIPANT UNDER SECTION 4(C) BASED ON INDIVIDUAL PERFORMANCE OR ANY OTHER
FACTORS THAT THE COMMITTEE, IN ITS DISCRETION, SHALL DEEM APPROPRIATE AND
(II) TO ESTABLISH RULES OR PROCEDURES THAT HAVE THE EFFECT OF LIMITING THE
AMOUNT PAYABLE TO EACH PARTICIPANT TO AN AMOUNT THAT IS LESS THAN THE MAXIMUM
AMOUNT OTHERWISE AUTHORIZED UNDER SECTION 4(C).
(E)
DEATH OR DISABILITY. IF A PARTICIPANT DIES OR BECOMES DISABLED
PRIOR TO THE LAST DAY OF THE PERFORMANCE PERIOD FOR WHICH THE BONUS IS PAYABLE,
SUCH PARTICIPANT MAY RECEIVE AN ANNUAL BONUS EQUAL TO THE BONUS OTHERWISE
PAYABLE TO SUCH PARTICIPANT BASED UPON ACTUAL COMPANY PERFORMANCE FOR THE
APPLICABLE PERFORMANCE PERIOD OR, IF DETERMINED BY THE COMMITTEE, BASED UPON
ACHIEVING TARGETED PERFORMANCE OBJECTIVES, MULTIPLIED BY A FRACTION, THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS THAT HAVE ELAPSED DURING THE
PERFORMANCE PERIOD IN WHICH THE PARTICIPANT'S DEATH OR DISABILITY OCCURS PRIOR
TO AND INCLUDING THE DATE OF THE PARTICIPANT'S DEATH OR DISABILITY AND THE
DENOMINATOR OF WHICH IS THE TOTAL NUMBER OF DAYS IN THE PERFORMANCE PERIOD OR
SUCH OTHER AMOUNT AS THE COMMITTEE MAY DEEM APPROPRIATE.
(F)
OTHER TERMINATION OF EMPLOYMENT. UNLESS OTHERWISE DETERMINED BY
THE COMMITTEE AND EXCEPT AS MAY OTHERWISE BE PROVIDED IN SECTION 4(E) ABOVE, NO
3
BONUSES SHALL BE PAYABLE UNDER THIS PLAN TO ANY PARTICIPANT WHOSE EMPLOYMENT
TERMINATES PRIOR TO THE LAST DAY OF THE PERFORMANCE PERIOD.
5.
PAYMENT
(A)
IN GENERAL. EXCEPT AS OTHERWISE PROVIDED HEREUNDER, PAYMENT OF ANY
BONUS AMOUNT DETERMINED UNDER SECTION 4 SHALL BE MADE TO EACH PARTICIPANT AS
SOON AS PRACTICABLE AFTER THE COMMITTEE CERTIFIES THAT ONE OR MORE OF THE
APPLICABLE PERFORMANCE OBJECTIVES HAVE BEEN ATTAINED OR, IN THE CASE OF ANY
BONUS PAYABLE UNDER THE PROVISIONS OF