THE RELEASE OF
THE COMPANY'S FOURTH QUARTER EARNINGS RESULTS).
For the purposes of this Plan, the Accrued Bonus Funding for a given fiscal year
or any portion thereof may not exceed 100% of target funding, even if the Plan
Administrator has determined that the funding of the Bonus Plan shall accrue at
a higher percentage.
(B)
APPLICABLE SUBSIDIARY MEANS ALL SUBSIDIARIES
OF THE COMPANY INCLUDED ON SCHEDULE A ATTACHED HERETO.
(C)
BENEFICIAL OWNER MEANS THE DEFINITION GIVEN
IN RULE 13D-3 PROMULGATED UNDER THE EXCHANGE ACT.
(D)
BOARD MEANS THE BOARD OF DIRECTORS OF THE
COMPANY.
(E)
BONUS PLAN MEANS THE COMPANY'S EXECUTIVE
OFFICER PERFORMANCE BONUS PLAN, THE EXECUTIVE PERFORMANCE BONUS PLAN OR SIMILAR
CASH INCENTIVE BONUS PLAN ADOPTED BY THE COMPANY AS A SUCCESSOR TO ONE OR MORE
OF THE PREVIOUSLY LISTED BONUS PLANS FROM TIME TO TIME.
FOR THE AVOIDANCE OF
DOUBT, ONE-TIME BONUSES PAID BY THE COMPANY TO A POTENTIAL ELIGIBLE EXECUTIVE
THAT ARE NOT PAID UNDER ONE OF THE BONUS PLANS DESCRIBED IN THE PRECEDING
SENTENCE SHALL NOT BE TREATED AS CASH INCENTIVE BONUSES AND THEREFORE SHALL BE
EXCLUDED FROM THE DEFINITION OF "ACCRUED BONUS FUNDING," "PRO RATA BONUS" AND
"TARGET BONUS" FOR PURPOSES OF THIS PLAN.
EXAMPLES OF SUCH ONE-TIME BONUSES ARE
SIGN-ON BONUSES, SPECIAL RECOGNITION BONUSES AND GUARANTEED BONUSES.
FOR
PURPOSES OF THIS PLAN, NO ELIGIBLE EXECUTIVE SHALL BE TREATED AS PARTICIPATING
IN MORE THAN ONE BONUS PLAN ON THE DATE OF A TERMINATION EVENT.
IN THE UNLIKELY
EVENT THAT AN ELIGIBLE EXECUTIVE IS PARTICIPATING IN MORE THAN ONE CASH
INCENTIVE BONUS PLAN THAT WOULD OTHERWISE QUALIFY AS A BONUS
2
PLAN BUT FOR THE PRECEDING SENTENCE, THE CASH INCENTIVE BONUS PLAN THAT WOULD
PRODUCE THE LARGEST PAYMENT UNDER THE TERMS OF THIS PLAN SHALL BE TREATED AS THE
BONUS PLAN FOR SUCH ELIGIBLE EXECUTIVE.
(F)
CAUSE MEANS (I) A POTENTIAL ELIGIBLE
EXECUTIVE'S CONTINUED FAILURE TO SUBSTANTIALLY PERFORM THE MATERIAL DUTIES OF
HIS OR HER OFFICE (OTHER THAN AS A RESULT OF TOTAL OR PARTIAL INCAPACITY DUE TO
PHYSICAL OR MENTAL ILLNESS), (II) EMBEZZLEMENT OR THEFT BY A POTENTIAL ELIGIBLE
EXECUTIVE OF THE COMPANY'S PROPERTY, (III) THE COMMISSION OF ANY ACT OR ACTS ON
A POTENTIAL ELIGIBLE EXECUTIVE'S PART RESULTING IN THE CONVICTION OF SUCH
POTENTIAL ELIGIBLE EXECUTIVE OF A FELONY UNDER THE LAWS OF THE UNITED STATES OR
ANY STATE OR FOREIGN JURISDICTION, (IV) A POTENTIAL ELIGIBLE EXECUTIVE'S WILLFUL
MALFEASANCE OR WILLFUL MISCONDUCT IN CONNECTION WITH SUCH POTENTIAL ELIGIBLE
EXECUTIVE'S DUTIES TO COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY
OTHER ACT OR OMISSION WHICH IS MATERIALLY INJURIOUS TO THE FINANCIAL CONDITION
OR BUSINESS REPUTATION OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES,
OR (V) A MATERIAL BREACH BY A POTENTIAL ELIGIBLE EXECUTIVE OF ANY OF THE
MATERIAL PROVISIONS OF (A) THIS PLAN, (B) ANY NON-COMPETE, NON-SOLICITATION OR
CONFIDENTIALITY PROVISIONS TO WHICH SUCH POTENTIAL ELIGIBLE EXECUTIVE IS SUBJECT
OR (C) ANY POLICY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES TO
WHICH SUCH POTENTIAL ELIGIBLE EXECUTIVE IS