SHARE (AS ADJUSTED AS HEREAFTER PROVIDED) HAVE
BEEN DECLARED ON THE OUTSTANDING CLASS A AND CLASS B COMMON STOCK OF THE COMPANY
DURING SUCH YEAR. IF AT ANY TIME THE COMPANY SHALL TAKE ANY ACTION, WHETHER BY
STOCK DIVIDEND, STOCK SPLIT, COMBINATION OF SHARES, OR OTHERWISE, WHICH RESULTS
IN AN INCREASE OR DECREASE IN THE NUMBER OF SHARES OF CLASS A AND/OR CLASS B
COMMON STOCK THERETOFORE ISSUED AND OUTSTANDING, OR THE COMPANY RECLASSIFIES OR
OTHERWISE CHANGES ITS ISSUED AND OUTSTANDING CLASS A AND/OR CLASS B COMMON STOCK
(OTHER THAN IN PAR VALUE) OR THE COMPANY AND ONE OR MORE CORPORATIONS MERGE AND
THE COMPANY IS THE SURVIVING CORPORATION OF SUCH MERGER, THEN THE COMMITTEE
SHALL MAKE AN EQUITABLE ADJUSTMENT TO THE PROVISIONS OF THIS SECTION 5(A) TO
TAKE ACCOUNT OF SUCH EVENT.
(B)
IN THE EVENT THAT THE ABOVE CONDITION IS MET
FOR ANY YEAR DURING THE CONTINUANCE OF THIS PLAN, THE MAXIMUM AGGREGATE AMOUNT
THAT MAY BE ACCRUED FOR AWARDS UNDER THE PLAN AND THE STOCK PLAN FOR SUCH YEAR
SHALL BE 4% OF INCOME BEFORE INCOME TAXES. THE COMMITTEE, IN ITS SOLE
DISCRETION, MAY MAKE ADJUSTMENTS IN INCOME BEFORE INCOME TAXES TO TAKE ACCOUNT
OF EXTRAORDINARY, UNUSUAL OR INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS,
CHANGES IN ACCOUNTING PRINCIPLES THAT SUBSTANTIALLY AFFECT THE FOREGOING, OR
SUCH OTHER CIRCUMSTANCES AS THE COMMITTEE MAY DETERMINE WARRANT SUCH ADJUSTMENT.
(C)
AS SOON AS FEASIBLE AFTER THE CLOSE OF EACH
YEAR, THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY SHALL
DETERMINE AND REPORT THE MAXIMUM AMOUNT THAT MAY BE ACCRUED FOR AWARDS FOR SUCH
YEAR UNDER THE FORMULA DESCRIBED IN SECTION 5(B), SUBJECT TO THE SECOND SENTENCE
OF SUCH SECTION.
(D)
IF AMOUNTS ARE ACCRUED IN ANY YEAR UNDER THE
FORMULA DESCRIBED IN THIS SECTION 5 AND ARE NOT AWARDED IN FULL IN SUCH YEAR
UNDER THE PLAN AND THE STOCK PLAN, SUCH UNAWARDED AMOUNTS MAY, IN THE DISCRETION
OF THE COMMITTEE, BE CARRIED FORWARD AND BE AVAILABLE FOR AWARDS UNDER THIS PLAN
AND UNDER THE STOCK PLAN IN ANY FUTURE YEAR WITHOUT REGARD TO THE PROVISIONS OF
SECTIONS 5(A) OR (B) OF THE PLAN APPLICABLE TO AWARDS MADE IN SUCH YEAR.
(E)
AWARDS UNDER THE PLAN FOR ANY YEAR MAY NOT
EXCEED THE SUM OF (I) THE AMOUNT ACCRUED FOR SUCH YEAR UNDER SECTION 5(B) ABOVE,
PLUS (II) UNAWARDED ACCRUED AMOUNTS CARRIED FORWARD FROM PREVIOUS YEARS UNDER
SECTION 5(D) ABOVE, PLUS (III) AMOUNTS THAT MAY BECOME AVAILABLE FOR AWARDS
PURSUANT TO THE LAST SENTENCE OF SECTION 7(C) HEREOF, MINUS (X) THE AMOUNT OF
INTEREST EQUIVALENTS ALLOCATED DURING SUCH YEAR PURSUANT TO SECTION 10(B)
HEREOF, AND MINUS (Y) THE AMOUNT OF AWARDS MADE FOR SUCH YEAR UNDER THE STOCK
PLAN VALUED AS SET FORTH IN SECTION 13(E) OF THE STOCK PLAN (AND ANY INTEREST OR
DIVIDEND EQUIVALENTS ALLOCATED DURING SUCH YEAR PURSUANT TO SECTIONS 15(C), 24
AND 27A THEREOF).
6.
DETERMINATION OF AWARDS AND PARTICIPANTS
(A)
AS PROMPTLY AS PRACTICABLE AFTER THE END OF
EACH YEAR, THE COMMITTEE MAY MAKE AWARDS (OTHER THAN