COVENANT
NOT TO COMPETE OR NOT TO DISCLOSE CONFIDENTIAL INFORMATION WITH RESPECT TO THE
CORPORATION OR ANY AFFILIATE.
(T)
"GOOD REASON" SHALL, WITH RESPECT TO ANY EMPLOYEE, MEAN A CHANGE
OR CHANGES IN THE TERMS OF SUCH EMPLOYEE'S EMPLOYMENT THAT ARE MATERIALLY
ADVERSE TO SUCH EMPLOYEE, INCLUDING CHANGES RELATING TO SALARY AND BONUS, LEVEL
OF RESPONSIBILITY OR LOCATION OF EMPLOYMENT.
(U)
"INCENTIVE UNIT" SHALL MEAN A BOOKKEEPING ITEM EQUAL IN VALUE, AS
OF ANY VALUATION DATE, TO (I) THE CORPORATION'S BOOK VALUE DETERMINED AS OF SUCH
VALUATION DATE DIVIDED BY (II) 1,000,010.
THE VALUE OF EACH INCENTIVE UNIT AS
OF A VALUATION DATE AND THE DETERMINATION OF ACCUMULATED COMPREHENSIVE INCOME
AND LOSSES AS OF A VALUATION DATE SHALL EACH BE DETERMINED BY THE BOARD AND MAY
BE ADJUSTED BY THE BOARD IF THE NUMBER OF OUTSTANDING SHARES OF THE
CORPORATION'S COMMON STOCK INCREASES OR DECREASES AT ANY TIME AFTER THE
EFFECTIVE DATE.
(V)
"INITIAL VALUE" SHALL HAVE THE MEANING SET FORTH IN
SECTION IV(A) HEREOF.
(W)
"PLAN" SHALL HAVE THE MEANING SET FORTH IN THE INTRODUCTION.
(X)
"RETIREMENT" SHALL MEAN AN EMPLOYEE'S SEPARATION FROM SERVICE
AFTER (I) HE ATTAINS AGE FIFTY-FIVE (55) AND (II) THE SUM OF HIS AGE AND THE
NUMBER OF HIS YEARS OF SERVICE WITH THE CORPORATION AND/OR ANY AFFILIATE EQUALS
SIXTY (60) OR MORE.
FOR PURPOSES OF DETERMINING YEARS OF SERVICE, SERVICE WITH
PREDECESSORS TO THE CORPORATION AND/OR AFFILIATES SHALL BE CONSIDERED.
(Y)
"SECTION 409A" SHALL HAVE THE MEANING SET FORTH IN THE
INTRODUCTION.
(Z)
"SEPARATION FROM SERVICE"
SHALL MEAN THE EMPLOYEE'S TERMINATION
OF EMPLOYMENT WITH THE CORPORATION AND ALL AFFILIATES, VOLUNTARILY OR
INVOLUNTARILY, FOR ANY REASON OTHER THAN ON ACCOUNT OF DEATH, OR AS OTHERWISE
PROVIDED BY TREASURY REGULATION SECTION 1.409A-1(H).
HOWEVER, THE EMPLOYEE'S
EMPLOYMENT RELATIONSHIP SHALL BE TREATED AS CONTINUING INTACT WHILE THE
INDIVIDUAL IS ON A MILITARY LEAVE, SICK LEAVE OR OTHER BONA FIDE LEAVE OF
ABSENCE IF THE PERIOD OF SUCH LEAVE DOES NOT EXCEED SIX MONTHS (OR LONGER, IF
REQUIRED BY STATUTE OR CONTRACT).
IF THE PERIOD OF THE LEAVE EXCEEDS SIX MONTHS
AND THE EMPLOYEE'S RIGHT TO REEMPLOYMENT IS NOT PROVIDED EITHER BY STATUTE OR
CONTRACT, THE EMPLOYMENT RELATIONSHIP IS DEEMED TO TERMINATE ON THE FIRST DATE
IMMEDIATELY FOLLOWING SUCH SIX-MONTH PERIOD FOR PURPOSES OF THIS PLAN ONLY.
(AA)
"SUBSIDIARY" SHALL MEAN A CORPORATION OR OTHER ENTITY OF WHICH MORE
THAN FIFTY PERCENT (50%) OF THE AGGREGATE OF ITS OUTSTANDING VOTING SECURITIES
ARE OWNED DIRECTLY OR INDIRECTLY BY THE CORPORATION.
(BB)
"VALUATION DATE" SHALL MEAN THE LAST DAY OF BUSINESS OF EACH FISCAL
QUARTER OF THE CORPORATION.
4
(CC)
"VALUE" SHALL MEAN THE VALUE OF EACH INCENTIVE UNIT AS OF A
SPECIFIED DATE, AS DETERMINED ON A CONSISTENT BASIS BY THE COMMITTEE IN ITS SOLE
DISCRETION.
II.
ADMINISTRATION
(A)
ADMINISTRATION; TERM OF OFFICE; APPOINTMENT OF CHAIRPERSON. THE
PLAN SHALL BE ADMINISTERED BY A COMMITTEE (THE "COMMITTEE") APPOINTED BY THE
BOARD FROM AMONG THE EMPLOYEES. THE COMMITTEE SHALL BE COMPRISED, UNLESS
OTHERWISE DETERMINED BY THE BOARD, OF THE INDIVIDUALS SERVING