DISCRETIONARY AUTHORITY IT MAY OTHERWISE HAVE UNDER THIS PLAN WITH RESPECT
TO A QUALIFIED PERFORMANCE-BASED AWARD, IN ANY MANNER THAT WOULD CAUSE THE
QUALIFIED PERFORMANCE-BASED AWARD TO CEASE TO QUALIFY FOR THE
SECTION 162(M) EXEMPTION; PROVIDED, HOWEVER, THAT (I) THE COMMITTEE MAY PROVIDE,
EITHER IN CONNECTION WITH THE GRANT OF THE APPLICABLE AWARD OR BY AMENDMENT
THEREAFTER, THAT ACHIEVEMENT OF SUCH PERFORMANCE MEASURE WILL BE WAIVED UPON THE
DEATH OR DISABILITY OF THE AWARD RECIPIENT (OR UNDER ANY OTHER CIRCUMSTANCE WITH
RESPECT TO WHICH THE EXISTENCE OF SUCH POSSIBLE WAIVER WILL NOT CAUSE THE AWARD
TO FAIL TO QUALIFY FOR THE SECTION 162(M) EXEMPTION), AND (II) ANY RIGHTS TO
VESTING OR ACCELERATED PAYMENT ON A CHANGE OF CONTROL SHALL APPLY
NOTWITHSTANDING THIS SECTION 7(B).
C.
MAXIMUM CASH AWARD.
FOR PURPOSES OF THE SECTION 162(M) EXEMPTION,
THE MAXIMUM AMOUNT OF COMPENSATION PAYABLE WITH RESPECT TO AN AWARD GRANTED
UNDER THE PLAN TO ANY AWARD RECIPIENT WHO IS A "COVERED EMPLOYEE" (AS DEFINED IN
SECTION 162(M) OF THE CODE) THAT IS DENOMINATED AS A DOLLAR AMOUNT WILL NOT
EXCEED $5,000,000 FOR ANY CALENDAR YEAR.
D.
LIMITATION ON ACTION BY THE FULL BOARD.
THE FULL BOARD SHALL NOT
BE PERMITTED TO EXERCISE AUTHORITY GRANTED TO THE COMMITTEE TO THE EXTENT THAT
THE GRANT OR EXERCISE OF SUCH AUTHORITY WOULD CAUSE AN AWARD DESIGNATED AS A
QUALIFIED PERFORMANCE-BASED AWARD NOT TO QUALIFY FOR, OR TO CEASE TO QUALIFY
FOR, THE SECTION 162(M) EXEMPTION.
16
SECTION 8
SECTION 409A OF THE CODE
IT IS THE INTENTION OF THE CORPORATION THAT NO AWARD SHALL BE "DEFERRED
COMPENSATION" SUBJECT TO SECTION 409A OF THE CODE, UNLESS AND TO THE EXTENT THAT
THE COMMITTEE SPECIFICALLY DETERMINES OTHERWISE, AND THE PLAN AND THE TERMS AND
CONDITIONS OF ALL AWARDS SHALL BE INTERPRETED ACCORDINGLY.
IF THE COMMITTEE
DETERMINES THAT AN AWARD IS SUBJECT TO SECTION 409A OF THE CODE, THEN THE AWARD
SHALL BE PAID OR SETTLED ONLY UPON THE AWARD RECIPIENT'S DEATH, DISABILITY, OR
SEPARATION FROM SERVICE, OR UPON A CHANGE OF CONTROL, OR UPON SUCH DATE(S) OR
PURSUANT TO A SCHEDULE DESIGNATED BY THE COMMITTEE, AS SPECIFIED IN THE
APPLICABLE AWARD AGREEMENT, SUBJECT TO THE FOLLOWING PROVISIONS:
1.
DELAY FOR SPECIFIED EMPLOYEES.
NOTWITHSTANDING ANY PROVISION OF
THIS PLAN OR THE TERMS OF AN AWARD AGREEMENT TO THE CONTRARY, AN AWARD THAT IS
GRANTED TO A SPECIFIED EMPLOYEE AND THAT IS TO BE PAID OR SETTLED UPON SUCH
SPECIFIED EMPLOYEE'S SEPARATION FROM SERVICE SHALL NOT BE PAID OR SETTLED PRIOR
TO THE EARLIER OF (I) THE FIRST BUSINESS DATE FOLLOWING SIX MONTHS AFTER THE
DATE OF SUCH SPECIFIED EMPLOYEE'S SEPARATION FROM SERVICE OR (II) THE SPECIFIED
EMPLOYEE'S DEATH.
2.
DISTRIBUTION IN THE EVENT OF INCOME INCLUSION UNDER CODE
SECTION 409A.
IF AN AWARD FAILS TO MEET THE REQUIREMENTS OF SECTION 409A OF THE
CODE, THE AWARD RECIPIENT MAY RECEIVE PAYMENT IN CONNECTION WITH THE AWARD
BEFORE THE AWARD WOULD OTHERWISE BE PAID, PROVIDED, HOWEVER, THAT THE AMOUNT
PAID TO THE AWARD RECIPIENT SHALL NOT EXCEED THE LESSER OF: