Officers and other key employees of the Company designated by the Committee to participate in the Plan shall be eligible to participate in this Plan, provided the Committee has not, in its sole discretion, withdrawn such designation and he or she meets the following conditions:
(a) is a full-time regular employee of the Company as of the last day of the applicable Performance Period; and
(b) is not subject to disciplinary action, is in good standing with the Company and is not subject to a performance improvement plan.
(a) With respect to each Participant, the Committee will establish one or more Performance Periods, an individual Participant incentive target (which may be, but is not required to be, based on the Participants base salary) for each Performance Period and the Performance Goal(s) to be met during such Performance Period(s).
(b) Except as otherwise required by applicable law or as determined by the Committee, base salary shall not include salary paid during any paid leave of absence or any variable forms of compensation including, but not limited to, overtime, on-call pay, lead premiums, shift differentials, bonuses, incentive compensation, commissions, stock options, restricted stock units, restricted stock, stock appreciation rights, or expense allowances or reimbursements. Nothing in the Plan, or arising as a result of a Participants participation in the Plan, shall prevent the Company from changing a Participants base salary at any time based on such factors as the Company shall in its discretion determine appropriate.
(c) Awards may be pro-rated on any basis determined appropriate in the Committees sole discretion, including, but not limited to, in connection with transfers to new positions or new locations, new hires, Participants on a leave of absence for all or any portion of a Performance Period, or Participants working less than full-time. The Committee reserves the right, in its sole discretion, to increase, reduce or eliminate the amount of an Award otherwise payable to a Participant with respect to any Performance Period.
(d) In addition, the amount of the aggregate value of any Awards payable under the Plan to covered employees (as determined under Code Section 162(m)) in reliance upon the transition rule promulgated under Treasury Regulation Section 1.162-27(f) may not exceed $15,000,000 during the entire Reliance Period.
(a) Unless otherwise determined by the Committee, a Participant must be actively employed and in good standing with the Company on the date the Award is paid. The Committee may make exceptions to this requirement in the case of retirement, death or disability, an unqualified leave of absence or under other circumstances, as determined by the Committee in its sole discretion.