APPROVE
THE APPLICABLE PERFORMANCE MEASURES AND COMBINATION OF PERFORMANCE MEASURES AND
PERCENTAGES ALLOCATED TO THE APPLICABLE PERFORMANCE MEASURES FOR REGIONS,
BUSINESS GROUPS, BUSINESS UNITS OR ANY OTHER SUB-GROUP; PROVIDED, HOWEVER, THAT
SUCH DESIGNATION OR APPROVAL SHALL NOT APPLY TO ANY COVERED OFFICER OR
SECTION 16 OFFICER.
(C)
THE COMMITTEE, IN ITS DISCRETION, MAY DETERMINE THAT A PORTION OR ALL OF
THE ENTIRE BONUS WILL BE DETERMINED BY FACTORS OTHER THAN PERFORMANCE MEASURES;
PROVIDED, HOWEVER, THAT SUCH DETERMINATION SHALL NOT APPLY TO ANY COVERED
OFFICER OR SECTION 16 OFFICER.
7.
DETERMINATION OF AMOUNT OF BONUS.
(A)
CALCULATION
AS SOON AS ADMINISTRATIVELY PRACTICABLE AFTER THE END OF THE
RELEVANT PERFORMANCE PERIOD, THE COMMITTEE, OR, IN THE CASE OF A BONUS TO A
PARTICIPANT WHO IS NOT A COVERED OFFICER, THE PERSON(S) OR COMMITTEE EMPOWERED
BY THE COMMITTEE OR THE BOARD, SHALL DETERMINE THE AMOUNT OF THE BONUS FOR EACH
PARTICIPANT BY:
(I)
DETERMINING THE ACTUAL PERFORMANCE
RESULTS FOR EACH PERFORMANCE MEASURE;
(II)
DETERMINING THE AMOUNT TO WHICH EACH
PARTICIPANT IS ENTITLED BASED ON THE PERCENTAGE ALLOCATED BY THE COMMITTEE TO
EACH PERFORMANCE MEASURE AGAINST THE TARGET BONUS FOR EACH PARTICIPANT; AND
(III)
CERTIFYING BY RESOLUTION DULY ADOPTED BY THE
COMMITTEE THE AMOUNT OF THE BONUS FOR EACH COVERED OFFICER SO DETERMINED.
(B)
ADJUSTMENTS TO BONUSES.
(I)
IN GENERAL.
IN ITS SOLE DISCRETION, AND
IN CIRCUMSTANCES DEEMED APPROPRIATE BY THE COMMITTEE, THE COMMITTEE ALONE MAY
APPROVE ANY OTHER ADJUSTMENTS TO A PARTICIPANT'S BONUS DURING A PERFORMANCE
PERIOD.
THE COMMITTEE MAY, IN THE EXERCISE OF ITS SOLE DISCRETION AND BASED ON
ANY FACTORS THE COMMITTEE DEEMS APPROPRIATE, INCREASE, REDUCE OR ELIMINATE TO
ZERO THE AMOUNT OF A BONUS TO A PARTICIPANT PRIOR TO PAYMENT THEREOF.
THE
COMMITTEE SHALL MAKE A DETERMINATION OF WHETHER AND TO WHAT EXTENT TO INCREASE,
REDUCE OR ELIMINATE BONUSES UNDER THE PLAN FOR EACH PERFORMANCE PERIOD AT SUCH
TIME OR TIMES FOLLOWING THE CLOSE OF THE PERFORMANCE PERIOD AS THE COMMITTEE
SHALL DEEM APPROPRIATE.
THE INCREASE, REDUCTION OR ELIMINATION IN THE AMOUNT OF
A BONUS TO A PARTICIPANT FOR A PERFORMANCE PERIOD SHALL HAVE NO EFFECT ON THE
AMOUNT OF THE BONUS TO ANY OTHER PARTICIPANT FOR SUCH PERIOD.
4
(II)
NO ADJUSTMENT INCREASE FOR COVERED
OFFICERS.
NOTWITHSTANDING THE PROVISIONS OF PARAGRAPH (I) ABOVE AND FOR
PURPOSES OF TAX DEDUCTIBILITY UNDER SECTION 162(M) OF THE CODE, ANY ADJUSTMENTS
MADE IN ACCORDANCE WITH OR FOR THE PURPOSES OF PARAGRAPH (I) SHALL BE
DISREGARDED FOR PURPOSES OF CALCULATING THE BONUS TO ANY COVERED OFFICER TO THE
EXTENT THAT SUCH ADJUSTMENTS WOULD HAVE THE EFFECT OF INCREASING SUCH BONUS.
(C)
MAXIMUM.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS PLAN, THE MAXIMUM
BONUS THAT MAY BE PAID TO A COVERED OFFICER UNDER THE PLAN WITH RESPECT TO A
PARTICULAR PERFORMANCE PERIOD IS $15 MILLION.
TO THE EXTENT THE PERIOD OF TIME
DEFINING A PERFORMANCE PERIOD IS CHANGED BY THE COMMITTEE, THEN THE MAXIMUM
BONUS THAT MAY BE PAID TO A COVERED OFFICER UNDER THE PLAN IS AN AMOUNT THAT
BEARS THE SAME PRO RATA