THE RELEASE WILL REQUIRE NON-COMPETITION FOR NO
LESS THAN SIX (6) MONTHS FOLLOWING THE RETIREMENT IN ORDER FOR THE PARTICIPANT
TO RECEIVE ANY SHARES (OR CASH) UNDER ANY AWARDS UNDER THIS PLAN. THE RELEASE OR
THE ESP FORM OF RELEASE MUST BE EXECUTED BY THE PARTICIPANT AND BECOME
IRREVOCABLE, IN THE CASE OF A PARTICIPANT'S INVOLUNTARY TERMINATION WITHOUT
CAUSE, OR RETIREMENT, PRIOR TO OR DURING THE CALENDAR YEAR OF THE DATE ON WHICH
A DELIVERY OF SHARES (OR CASH) WITH RESPECT TO THE EARNED PSUS IS SCHEDULED TO
BE DELIVERED PURSUANT TO SECTION 4.D, AND IN THE CASE OF A PARTICIPANT'S
QUALIFYING RESIGNATION, WITHIN 90 DAYS FOLLOWING THE QUALIFYING RESIGNATION;
PROVIDED THAT IF THE RELEASE IS EXECUTED AFTER SUCH TIME, THE DELIVERY OF SHARES
(OR CASH) WITH RESPECT TO SUCH CALENDAR YEAR WILL BE FORFEITED; PROVIDED,
FURTHER, THAT IF THE LOCAL LAWS OF A COUNTRY OR NON-U.S. JURISDICTION IN WHICH
PARTICIPANT PERFORMS SERVICES RENDER INVALID OR UNENFORCEABLE ALL OR A PORTION
OF THE RELEASE (SUBJECT TO ADDITIONAL PROVISIONS AS DESCRIBED ABOVE), THE SENIOR
HR ATTORNEY AND THE SENIOR C&B EXECUTIVE OR THEIR DESIGNEE(S) SHALL HAVE THE
DISCRETION TO CREATE A RELEASE THAT INCORPORATES AS MUCH OF THE RELEASE AS
POSSIBLE WHILE ALSO COMPLYING WITH SUCH LOCAL LAWS.
7.
ADMINISTRATION OF THIS PLAN
A.
GENERAL.
THIS PLAN SHALL BE ADMINISTERED BY THE COMMITTEE AND THE
PERSON OR PERSONS DESIGNATED BY THE COMMITTEE TO ADMINISTER THE PLAN FROM TIME
TO TIME.
ACTIONS OF THE COMMITTEE MAY BE TAKEN BY THE VOTE OF A MAJORITY OF ITS
MEMBERS.
THE COMMITTEE MAY ALLOCATE AMONG ITS MEMBERS AND DELEGATE TO ANY
PERSON WHO IS NOT A MEMBER OF THE COMMITTEE ANY OF ITS ADMINISTRATIVE
RESPONSIBILITIES.
THE COMMITTEE WILL HAVE THE POWER
5
TO INTERPRET THIS PLAN, TO MAKE REGULATIONS FOR CARRYING OUT ITS PURPOSES AND TO
MAKE ALL OTHER DETERMINATIONS IN CONNECTION WITH ITS ADMINISTRATION (INCLUDING,
WITHOUT LIMITATION, WHETHER A PARTICIPANT HAS BECOME SUBJECT TO DISABILITY), ALL
OF WHICH WILL, UNLESS OTHERWISE DETERMINED BY THE COMMITTEE, BE FINAL, BINDING
AND CONCLUSIVE.
THE COMMITTEE MAY, IN ITS SOLE DISCRETION, REINSTATE ANY AWARDS
MADE UNDER THIS PLAN THAT HAVE BEEN TERMINATED AND FORFEITED BECAUSE OF A
PARTICIPANT'S TERMINATION, IF THE PARTICIPANT COMPLIES WITH ANY COVENANTS,
AGREEMENTS OR CONDITIONS THAT THE COMMITTEE MAY IMPOSE; PROVIDED,
HOWEVER, THAT
ANY DELIVERY OF SHARES (OR CASH) UNDER SUCH REINSTATED AWARDS WILL NOT BE MADE
UNTIL THE SCHEDULED TIMES SET FORTH IN THIS PLAN.
B.
NON-UNIFORM DETERMINATIONS.
THE COMMITTEE'S DETERMINATIONS UNDER
THIS PLAN NEED NOT BE UNIFORM AND MAY BE MADE BY IT SELECTIVELY WITH RESPECT TO
PERSONS WHO RECEIVE, OR ARE ELIGIBLE TO RECEIVE, AWARDS (WHETHER OR NOT SUCH
PERSONS ARE SIMILARLY SITUATED).
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE COMMITTEE WILL BE ENTITLED, AMONG OTHER THINGS, TO MAKE
NON-UNIFORM AND SELECTIVE DETERMINATIONS AS TO THE PERSONS TO BECOME
PARTICIPANTS.
C.
DETERMINATION OF EMPLOYMENT.
THE COMMITTEE, WITH RESPECT TO ANY
PARTICIPANT UNDER THE PURVIEW OF THE COMMITTEE, AND THE SENIOR C&B EXECUTIVE,
WITH RESPECT TO ANY OTHER PARTICIPANT, WILL