death or can be expected to last for a continuous period of not less than 12 months, for which the employee is receiving income replacement benefits for a period of not less than three months
under an accident and health plan covering employees of the Company.
ARTICLE 3
ADMINISTRATION
The Plan will be
administered by the Human Resources Committee of the Board (the Committee) unless otherwise determined by the Board. If said Human Resources Committee does not so serve, the Committee will consist of not fewer than two persons;
any member of the Committee may be removed at any time, with or without cause, by resolution of the Board; and any vacancy occurring in the membership of the Committee may be filled by appointment by the Board.
All actions to be taken by the Committee under this Plan, insofar as such actions affect compliance with Section 162(m) of the Code, will be
limited to those members of the Board who are Non-employee Directors and who are outside directors under Section 162(m). The Committee will select one of its members to act as its
Chairman. A majority of the Committee will constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present will be the act of the Committee.
The Committee will determine and designate from time to time the eligible persons to whom Awards will be granted and will set forth in each related
Award Agreement, the Award Period, the Date of Grant, and such other terms, provisions, limitations, and performance requirements, as are approved by the Committee, but not inconsistent with the Plan, including, but not limited to, any rights of the
Committee to cancel or rescind any such Award. The Committee will determine whether an Award will include one type of Incentive, two or more Incentives granted in combination, or two or more Incentives granted in tandem (that is, a joint grant where
exercise of one Incentive results in cancellation of all or a portion of the other Incentive).
The Committee, in its discretion, will
(i) interpret the Plan, (ii) prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the Plan, and (iii) make such other determinations and take such other action as it deems
necessary or advisable in the administration of the Plan. Any interpretation, determination, or other action made or taken by the Committee will be final, binding, and conclusive on all interested parties.
With respect to restrictions in the Plan that are based on the requirements of Rule 16b-3 promulgated under the
1934 Act, Section 422 of the Code, Section 162(m) of the Code, the rules of any exchange or inter-dealer quotation system upon which the Companys securities are listed or quoted, or any other applicable law, rule or restriction
(collectively, applicable law), to the extent that any such restrictions are no longer required by applicable law, the Committee will have the sole discretion and authority to grant Awards that are not subject to such mandated
restrictions and/or to waive any such mandated restrictions with respect to outstanding Awards.
ARTICLE 4
ELIGIBILITY
Any Employee (including
an Employee who is also a director or an officer) and any Non-employee Director is eligible to participate in the Plan. The Committee, upon its own action, may grant, but will not be required to grant, an
Award to any Employee or any Non-employee Director. Awards may be granted by the Committee at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number of
Participants, and may include or exclude previous Participants, as the Committee will determine. Except as required by this Plan, different Awards need not contain similar provisions. The Committees determinations under the Plan (including
without limitation determinations of which Employees or Non-employee Directors, if any, are to receive Awards, the form,