PORTION OF THE BENEFIT OTHERWISE PAYABLE FOR SUCH PLAN YEAR BASED ON
THE PORTION OF THE PLAN YEAR SUCH PARTICIPANT WAS A PARTICIPANT IN THE PLAN.
ARTICLE III - PERFORMANCE GOAL
No amount shall be payable pursuant to the Plan with respect to a Plan Year
unless the Company has Net Pre-Tax Profits for such Plan Year.
ARTICLE IV - DETERMINATION OF BONUS AWARDS
4.1
AS SOON AS PRACTICABLE FOLLOWING THE END OF A PERFORMANCE PERIOD,
THE COMMITTEE SHALL DETERMINE WHETHER THE COMPANY HAS ANY NET PRE-TAX PROFITS,
AND SHALL, IF THERE ARE SUCH NET PRE-TAX PROFITS, DETERMINE THE AMOUNT PAYABLE
PURSUANT TO THE PLAN, AS SET FORTH BELOW:
(A)
THE BONUS PAYABLE TO JEFFREY P. ORLEANS FOR EACH PLAN YEAR SHALL
BE EQUAL TO THREE PERCENT (3%) OF THE COMPANY'S NET PRE-TAX PROFIT FOR SUCH PLAN
YEAR.
(B)
THE BONUS PAYABLE TO MICHAEL T. VESEY FOR EACH PLAN YEAR SHALL BE
EQUAL TO ONE AND ONE-HALF PERCENT (11⁄2%) OF THE COMPANY'S NET PRE-TAX PROFIT FOR
SUCH PLAN YEAR.
(C)
SUBJECT TO SECTION 4.2, THE BONUS PAYABLE TO EACH OTHER
PARTICIPANT FOR EACH PLAN YEAR SHALL BE DETERMINED BY THE COMMITTEE; PROVIDED,
HOWEVER, THAT IN NO EVENT SHALL THE BONUS PAYABLE TO ANY SUCH OTHER PARTICIPANT
IN ANY PLAN YEAR EXCEED ONE AND ONE-HALF PERCENT (11⁄2%) OF THE COMPANY'S NET
PRE-TAX PROFITS FOR THE PLAN YEAR.
(D)
NOTWITHSTANDING ANY OTHER PROVISIONS OF THE PLAN, THE AGGREGATE
PAYMENTS TO PARTICIPANTS UNDER THE PLAN WITH RESPECT TO ANY PLAN YEAR SHALL NOT
EXCEED (AND MAY BE LESS THAN) EIGHT PERCENT (8%) OF THE COMPANY'S NET PRE-TAX
PROFITS FOR SUCH PLAN YEAR.
THE COMMITTEE SHALL TAKE THIS AGGREGATE PAYMENT
AMOUNT INTO ACCOUNT IN ITS DETERMINATION OF THE AGGREGATE BONUS AMOUNT AWARDED
PURSUANT TO SECTION 4.1(C).
2
4.2
THE COMMITTEE SHALL HAVE NO DISCRETION TO INCREASE THE MAXIMUM
BONUS PAYABLE TO ANY PARTICIPANT UNDER THE PLAN, BUT SHALL HAVE THE RIGHT AND
OBLIGATION TO REDUCE THE AMOUNT OF OR TOTALLY ELIMINATE ONE OR MORE SUCH BONUSES
(OTHER THAN THE BONUSES PAYABLE TO MESSRS. ORLEANS AND VESEY) SO AS TO CAUSE THE
AGGREGATE AMOUNT OF BONUSES PAYABLE UNDER THE PLAN WITH RESPECT TO A PLAN YEAR
TO NOT EXCEED EIGHT PERCENT (8%) OF THE COMPANY'S NET PRE-TAX PROFITS FOR THE
PLAN YEAR).
4.3
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARTICLE IV, NO
AMOUNT SHALL BE PAYABLE UNDER THE PLAN TO ANY PARTICIPANT WHO IS NOT EMPLOYED BY
THE COMPANY OR AN AFFILIATE OF THE COMPANY AS OF THE DATE PAYMENT IS TO BE MADE
UNLESS THE PARTICIPANT'S TERMINATION OF EMPLOYMENT IS ATTRIBUTABLE TO THE
PARTICIPANT'S DEATH, DISABILITY, OR RETIREMENT.
ARTICLE V - PAYMENT OF AWARDS
5.1
APPROVED BONUS AWARDS SHALL BE PAYABLE BY THE COMPANY IN CASH TO
EACH PARTICIPANT, OR TO HIS ESTATE IN THE EVENT OF HIS DEATH, IN A SINGLE
PAYMENT OR IN INSTALLMENTS, AFTER THE END OF EACH PERFORMANCE PERIOD, BUT ONLY
AFTER THE COMMITTEE HAS CERTIFIED IN WRITING THAT THE RELEVANT PERFORMANCE GOAL
FOR THE PLAN YEAR HAS