IF SUCH DATE IS NOT A TRADING DAY, THE MOST RECENT
TRADING DAY IMMEDIATELY PRECEDING SUCH DATE); PROVIDED, HOWEVER, THAT FOR
PURPOSES OF DETERMINING THE STOCK PRICE IN CONNECTION WITH A TRANSACTIONAL
CHANGE OF CONTROL (BUT ONLY IF IN DUE COURSE SUCH TRANSACTIONAL CHANGE OF
CONTROL IS ACTUALLY CONSUMMATED BY THE COMPANY), THE STOCK PRICE SHALL BE EQUAL
TO THE FAIR MARKET VALUE IN CASH OF THE TOTAL CONSIDERATION PER SHARE OF STOCK
TO BE PAID OR PAYABLE IN THE TRANSACTION RESULTING IN THE TRANSACTIONAL CHANGE
OF CONTROL, AS DETERMINED BY THE COMMITTEE AS OF THE DATE THAT THE TRANSACTIONAL
CHANGE OF CONTROL IS CONSUMMATED.
(JJ)
"SUBSIDIARY" MEANS ANY CORPORATION OR OTHER ENTITY (OTHER THAN
THE COMPANY) IN WHICH THE COMPANY HAS MORE THAN A 50 PERCENT INTEREST, EITHER
DIRECTLY OR INDIRECTLY.
(KK)
"TRANSACTIONAL CHANGE OF CONTROL" MEANS (I) A CHANGE OF CONTROL
DESCRIBED IN CLAUSE (I) OF THE DEFINITION THEREOF WHERE THE PERSON MAKES A
TENDER OFFER FOR STOCK, OR (II) A CHANGE OF CONTROL DESCRIBED IN CLAUSES (II) OR
(III) OF THE DEFINITION THEREOF.
3.
ADMINISTRATION
(A)
THE PLAN SHALL BE ADMINISTERED BY THE COMMITTEE.
THE COMMITTEE
SHALL HAVE THE DISCRETIONARY AUTHORITY TO MAKE ALL DETERMINATIONS (INCLUDING,
WITHOUT LIMITATION, THE INTERPRETATION AND CONSTRUCTION OF THE PLAN AND THE
DETERMINATION OF RELEVANT FACTS) REGARDING THE ENTITLEMENT TO ANY BONUS
HEREUNDER AND THE AMOUNT OF ANY BONUS TO BE PAID UNDER THE PLAN, PROVIDED SUCH
DETERMINATIONS ARE MADE IN GOOD FAITH AND ARE CONSISTENT WITH THE PURPOSE AND
INTENT OF THE PLAN, AND PROVIDED FURTHER THAT, EXCEPT AS EXPRESSLY PROVIDED
HEREIN, NO SUCH ACTION SHALL ADVERSELY AFFECT THE RIGHTS OF THE PARTICIPANTS TO
ANY OUTSTANDING BONUSES.
IN PARTICULAR, BUT WITHOUT LIMITATION AND SUBJECT TO
THE FOREGOING, THE COMMITTEE SHALL HAVE THE AUTHORITY:
(I)
TO SELECT PARTICIPANTS UNDER THE PLAN;
(II)
TO ALLOCATE BONUS POOL PERCENTAGES TO PARTICIPANTS EACH PLAN
YEAR;
(III)
TO DETERMINE THE BONUS POOL AND THE FORMULA FOR CALCULATING THE
BONUS POOL FOR EACH PLAN YEAR;
(IV)
TO ESTABLISH AND DETERMINE PERFORMANCE CONDITIONS AND MEASUREMENTS
APPLICABLE TO EACH BONUS AND EACH PARTICIPANT, NOT INCONSISTENT WITH THE TERMS
OF THIS PLAN;
(V)
TO DETERMINE THE TERMS AND CONDITIONS, NOT INCONSISTENT WITH THE
TERMS OF THIS PLAN, WHICH SHALL GOVERN BONUS AWARD NOTICES AND ALL OTHER WRITTEN
INSTRUMENTS EVIDENCING THE AWARD OF A BONUS OR ALLOCATION OF A BONUS POOL
PERCENTAGE HEREUNDER, INCLUDING THE WAIVER OR MODIFICATION OF ANY SUCH
CONDITIONS;
(VI)
TO ADOPT, ALTER AND REPEAL SUCH ADMINISTRATIVE RULES, GUIDELINES
AND PRACTICES GOVERNING THE PLAN AS IT SHALL FROM TIME TO TIME DEEM ADVISABLE;
AND
(VII)
TO INTERPRET THE TERMS AND PROVISIONS OF THE PLAN AND ANY BONUS
GRANTED UNDER THE PLAN (AND ANY BONUS AWARD NOTICES OR OTHER AGREEMENTS RELATING
THERETO) AND TO OTHERWISE SUPERVISE THE ADMINISTRATION OF THE PLAN.
(B)
IN ADDITION TO BONUSES PAYABLE UNDER THE TERMS OF THE PLAN, THE
COMMITTEE RESERVES THE RIGHT TO GRANT ADDITIONAL DISCRETIONARY BONUSES.
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE COMMITTEE
SHALL MAKE APPROPRIATE ADJUSTMENTS TO ANY