(a) Beneficiary. A Participant’s beneficiaries are those specified at the time of a\nParticipant’s death in a Participant’s will or a Participant’s heirs if a Participant does\nnot have a valid will. If a Participant dies prior to the date of any payment in question,\nthe amount otherwise payable shall be paid to a Participant’s beneficiary.\n\n\n\n
(b) Death during Performance Year. In case of a Participant’s death during the Performance\nYear, the Company may pay a pro rata portion of the Bonus Award to which a Participant\nwould have been entitled for the Performance Year. Such pro rata portion shall be equal to\n(i) the ratio which a Participant’s completed calendar months of employment during the\nPerformance Year bears to 12 multiplied by (ii) the amount to which the Company determines\na Participant would have been entitled, as determined in Section 5 herein, had a\nParticipant continued in Active Status through the end of the Performance Year.\n\n\n\n
(c) Death after Performance Year. In case of the death of a Participant after the end of\nthe Performance Year, but before the delivery of a Bonus Award to which he or she may be\nentitled, such Bonus Award shall be delivered to a Participant’s beneficiary.\n\n\n
Section 7. Disability of Participant. In the event of a Participant’s Disability during the\nPerformance Year, a Participant shall become eligible for a portion of an Award, based on a pro\nrata portion of the Performance Year represented by the time prior to the absence from work caused\nby the Disability. Disability is the permanent and total disability of a person within the meaning\nof Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.\n\n\n
Section 8. Termination of Employment. Upon an employee’s termination during the Performance Year\nfor any reason other than those specified in Sections 6 or 7 hereof, such former employee shall no\nlonger be a Participant and shall not have any right to a Bonus Award under the Plan.\n\n\n
Section 9. Miscellaneous\n\n\n\n
(a) Administration of the Plan. Except as otherwise required for the Named Executive\nOfficers under the Charter of the Compensation Committee, the Company’s Chairman and Chief\nExecutive Officer has the sole discretion to: (i) adopt such rules, regulations,\nagreements and instruments as it deems necessary to administer the Plan; (ii) interpret the\nterms of the Plan; (iii) determine an employee’s eligibility under the Plan; (iv) determine\nwhether a Participant is to receive a Bonus Award under the Plan; (v) determine the amount\nof any Bonus Award to a Participant; (vi) determine when a Bonus Award is to be paid to a\nParticipant; (vii) amend, suspend or terminate the Plan, without notice; and (viii) take\nany and all other actions it deems necessary or advisable for the proper administration of\nthe Plan.\n\n\n\n
(b) Notification. A copy of this Plan shall be provided to each Participant upon request.\nA Participant shall have no right to or interest in an Award unless and until a\nParticipant’s Award has been determined and paid to a Participant.\n\n\n\n
(c) Nature of the Plan. Whether to grant any Bonus Awards under this Plan, and in what\namounts, are under the Compensation Committee’s and management’s discretion. Participation\nin this Plan is not intended, nor should it be interpreted, to create any entitlement to\nparticipate in this or any future incentive plans or to receive the same or similar\nincentive payments that may be received under this Plan. No Participant should make any\ndecision based on any hope or expectation of receiving any incentive under this Plan.\nNothing contained in nor will any action under the Plan confer upon any individual any\nright to continue in the employment of the Company and does not constitute any contract or\nagreement of employment or interfere in any way with the right of the Company to terminate\nany individual’s employment.\n\n\n\n
(d) Termination and Notification. The Company may at any time modify, terminate or from\ntime to time, suspend and, if suspended, may reinstate the provisions of this Plan.\n\n\n\n
(e) Withholding Tax. As required by law, federal, state or local taxes that are subject to\nthe withholding of tax at the source shall be withheld by the Company as necessary to\nsatisfy such requirements.\n\n\n\n
(f) Award Limitations. Bonus Awards made under this Plan are not considered for the\npurpose of calculating any extra benefits; any termination, severance, redundancy, or\nend-of-service premium payments; other bonuses or long-service awards; overtime premiums;\npension or retirement benefits; or future base pay or any other payment to be made by the\nCompany to a Participant or former Participant.\n\n\n\n
(g) All Rights Reserved. The Company expressly reserves all rights and control over the\nPlan. Although the Company expects that the Plan will continue, the Company may change,\namend, or terminate any provisions of the Plan, or the Plan itself, at any time, in its\nsole discretion.\n\n\n\n
(h) Unfunded Plan. Nothing contained in this plan will be deemed to require the Company to\ndeposit, invest or set aside amounts for the payment of any Bonus Awards. Participation in\nthe Plan does not give a Participant any ownership, security, or other rights in any assets\nof the Company.\n\n\n\n
(i) Applicable Law. The Plan will be governed by and construed in accordance with the laws\nof the State of Delaware.\n\n\n\n
(j) Validity. In the event any provision of the Plan is held invalid, void, or\nunenforceable, the same will not affect, in any respect whatsoever, the validity of any\nother provision of the Plan.\n\n\n\n
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