IN THE PLAN YEAR FROM AND INCLUDING JANUARY 1 TO AND INCLUDING
THE TERMINATION DATE, AND THE DENOMINATOR OF WHICH SHALL BE 365, AND SUCH
PRO-RATED DEFERRED BONUS SHALL BE PAYABLE IN CASH IN A LUMP-SUM IN THE YEAR
FOLLOWING SUCH PLAN YEAR WITHIN TEN DAYS AFTER THE COMPANY HAS RECEIVED ITS
APPROVED AUDITED FINANCIAL STATEMENTS FOR SUCH PLAY YEAR, BUT IN NO EVENT LATER
THAN DECEMBER 31 OF SUCH YEAR; AND
(B)
IF SUCH DEFERRED BONUS RELATES TO ANY COMPLETED PLAN YEAR, THE
COMMITTEE SHALL ACCELERATE THE VESTING WITH RESPECT TO ANY UNVESTED AND UNPAID
PORTION OF SUCH DEFERRED BONUS, AND SUCH AMOUNTS SHALL BE PAID IN CASH IN A
LUMP-SUM WITHIN TEN DAYS FOLLOWING THE TERMINATION DATE.
(III)
IF THE PARTICIPANT IS ELIGIBLE TO RECEIVE ANY LONG-TERM BONUS,
THE AMOUNT OF THE PARTICIPANT'S ACTUAL LONG-TERM BONUS WITH RESPECT TO ANY
OUTSTANDING LONG-TERM BONUS PERFORMANCE PERIOD SHALL BE CALCULATED AS OF THE END
OF SUCH LONG-TERM BONUS PERFORMANCE PERIOD PURSUANT TO SECTION 7 OF THE PLAN,
BUT PRO-RATED BY MULTIPLYING SUCH AMOUNT BY A FRACTION, THE NUMERATOR OF WHICH
SHALL BE THE NUMBER OF DAYS FROM AND INCLUDING JANUARY 1 OF THE FIRST PLAN YEAR
OF THE LONG-TERM BONUS PERFORMANCE PERIOD TO AND INCLUDING THE TERMINATION DATE,
AND THE DENOMINATOR OF WHICH SHALL BE 1,096.
THE PRO-RATED LONG-TERM BONUS FOR
EACH LONG-TERM BONUS PERFORMANCE PERIOD SHALL BE PAYABLE IN CASH OR SHARES OF
STOCK, IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 7(C) AND 7(D).
(IV)
EACH PAYMENT DESCRIBED IN SECTIONS 8(C)(I)-(III), ABOVE SHALL BE
PAID TO THE PARTICIPANT ONLY IF THE PARTICIPANT HAS SIGNED A GENERAL RELEASE OF
CLAIMS IN FAVOR OF THE COMPANY AND RELATED PERSONS AND ENTITIES IN A FORM AND
MANNER SATISFACTORY TO THE COMPANY (THE "RELEASE") WITHIN THE 21-DAY REVIEW
PERIOD FOR THE RELEASE AND THE PARTICIPANT HAS NOT REVOKED THE RELEASE WITHIN
THE SEVEN-DAY REVOCATION PERIOD FOR THE RELEASE.
9.
CHANGE OF CONTROL.
(A)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR IN ANY SERVICE
AGREEMENT WITH ANY PARTICIPANT WHICH PROVIDES FOR ACCELERATED VESTING OR PAYOUT
OF SUCH A PARTICIPANT'S BONUSES AND INCENTIVE AWARDS IN THE EVENT OF A CHANGE OF
CONTROL OR SIMILAR TRANSACTION, THE TREATMENT OF ANY BONUSES UNDER THIS PLAN
SHALL BE GOVERNED SOLELY BY THE TERMS HEREOF AND NOT BY THE TERMS OF SUCH
SERVICE AGREEMENT, EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED IN A BONUS AWARD
NOTICE.
IN CONSIDERATION OF THE OPPORTUNITY TO RECEIVE ANY BONUS UNDER THIS
PLAN, ANY SUCH SERVICE AGREEMENT SHALL BE DEEMED AMENDED TO THE EXTENT NECESSARY
TO EFFECT THE PROVISIONS OF THIS SECTION 9(A).
(B)
UNLESS OTHERWISE PROVIDED IN ANY BONUS AWARD NOTICE, UPON A CHANGE
OF CONTROL OF THE COMPANY, THE FOLLOWING SHALL OCCUR:
(I)
IF A PARTICIPANT IS ELIGIBLE TO RECEIVE AN ANNUAL BONUS FOR THE
PLAN YEAR THAT INCLUDES THE EFFECTIVE DATE OF THE CHANGE OF CONTROL (THE "CHANGE
OF CONTROL DATE"), THE AMOUNT OF THE PARTICIPANT'S ACTUAL ANNUAL BONUS SHALL BE
CALCULATED PURSUANT TO SECTION 5 OF THE PLAN, BUT WITH