NOT,
DIRECTLY OR INDIRECTLY, DESIGNATE THE YEAR OF PAYMENT).
IF THE ELIGIBLE PARTICIPANT DIES DURING THE POSTPONEMENT PERIOD PRIOR TO THE
PAYMENT OF POSTPONED AMOUNT, THE AMOUNTS WITHHELD ON ACCOUNT OF CODE SECTION
409A SHALL BE PAID AS SPECIFIED IN SECTION 30 HEREOF WITHIN 90 DAYS OF THE DATE
OF ELIGIBLE PARTICIPANT'S DEATH.
PART IIE
PERFORMANCE OR OTHER AWARDS
27.
DETERMINATION OF PERFORMANCE AND OTHER AWARDS
(A)
EACH YEAR THE COMMITTEE IN ITS SOLE
DISCRETION MAY AUTHORIZE OTHER FORMS OF AWARDS SUCH AS, BUT NOT LIMITED TO,
PERFORMANCE AWARDS, IF THE COMMITTEE DEEMS IT APPROPRIATE TO DO SO IN ORDER TO
FURTHER THE PURPOSES OF THE PLAN.
(B)
A "PERFORMANCE AWARD" SHALL MEAN AN AWARD
WHICH ENTITLES THE PARTICIPANT TO RECEIVE COMMON STOCK, RESTRICTED STOCK,
RETIREMENT UNITS, OPTIONS UNDER PART I OF THE PLAN OR OTHER COMPENSATION (WHICH
MAY INCLUDE CASH), OR ANY COMBINATION THEREOF, IN AN AMOUNT WHICH DEPENDS UPON
THE FINANCIAL PERFORMANCE OF THE COMPANY DURING A STATED PERIOD OF MORE THAN ONE
YEAR. PERFORMANCE FOR THIS PURPOSE MAY BE MEASURED BY THE GROWTH IN BOOK VALUE
OF THE COMMON STOCK, AN INCREASE IN PER SHARE EARNINGS OF THE COMPANY, AN
INCREASE IN OPERATING CASH FLOW, OR ANY OTHER INDICATORS SPECIFIED BY THE
COMMITTEE. THE COMMITTEE SHALL ALSO FIX THE PERIOD DURING WHICH SUCH PERFORMANCE
IS TO BE MEASURED, THE VALUE OF A PERFORMANCE AWARD FOR PURPOSES OF PROVIDING
FOR THE ACCRUAL PURSUANT TO SECTION 13 OF THE PLAN AND THE FORM OF PAYMENT TO BE
MADE IN RESPECT OF THE PERFORMANCE AWARD.
PART IIF
LONG-TERM PERFORMANCE AWARDS
28A.
DETERMINATION OF LONG-TERM PERFORMANCE AWARDS
(A)
GENERAL. EACH YEAR THE COMMITTEE SHALL
DESIGNATE THOSE PARTICIPANTS WHO SHALL BE ELIGIBLE TO RECEIVE LONG-TERM
PERFORMANCE AWARDS UNDER THIS PART OF THE PLAN.
(B)
CERTAIN DEFINITIONS. FOR PURPOSES OF THIS
SECTION 28A, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS SPECIFIED:
19
"CODE SECTION 162(M)" SHALL MEAN SECTION 162(M) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (OR ANY SUCCESSOR PROVISION), AND "REGULATIONS" SHALL MEAN THE
REGULATIONS PROMULGATED THEREUNDER, AS FROM TIME TO TIME IN EFFECT.
"ELIGIBLE PARTICIPANTS" SHALL MEAN CERTAIN KEY BUSINESS LEADERS AND SENIOR
MANAGEMENT OF THE COMPANY AS DETERMINED IN THE DISCRETION OF THE COMMITTEE.
"LONG-TERM PERFORMANCE GOAL" MEANS, FOR ANY PERFORMANCE PERIOD, THE BUSINESS
CRITERIA SELECTED BY THE COMMITTEE TO MEASURE THE PERFORMANCE DURING SUCH
PERFORMANCE PERIOD OF THE COMPANY (OR OF A DIVISION, SUBSIDIARY OR GROUP
THEREOF) FROM ONE OR MORE OF THE FOLLOWING:
(X)
EARNINGS PER SHARE OF THE COMPANY FOR THE
PERFORMANCE PERIOD;
(XI)
NET INCOME OF THE COMPANY FOR THE PERFORMANCE
PERIOD;
(XII)
RETURN ON ASSETS OF THE COMPANY FOR THE
PERFORMANCE PERIOD (NET INCOME OF THE COMPANY FOR THE PERFORMANCE PERIOD DIVIDED
BY AVERAGE TOTAL ASSETS FOR SUCH PERFORMANCE PERIOD);
(XIII)
RETURN ON STOCKHOLDER'S EQUITY OF THE COMPANY FOR
THE PERFORMANCE PERIOD (NET INCOME OF THE COMPANY FOR THE PERFORMANCE PERIOD
DIVIDED BY AVERAGE STOCKHOLDER'S EQUITY FOR SUCH PERFORMANCE PERIOD);
(XIV)
OPERATING PROFIT OR OPERATING MARGINS OF THE COMPANY
OR OF A