Second Amendment to Amended and Restated 1999 Incentive Compensation Plan

Summary

This amendment updates the definition of "Base Salary" in the company's 1999 Incentive Compensation Plan. It clarifies that base salary refers only to an officer's annual cash salary, excluding bonuses, incentive pay, stock options, and other irregular payments. For non-covered officers, the committee may adjust the base salary calculation during the year. The amendment is effective as of October 16, 2002.

EX-10.A 3 l96904aexv10wa.txt EXHIBIT 10(A) EXHIBIT 10 (a) SECOND AMENDMENT TO THE AMENDED AND RESTATED 1999 INCENTIVE COMPENSATION PLAN Effective October 16, 2002, Article 2.1 of the Amended and Restated 1999 Incentive Compensation Plan is hereby amended by deleting the definition of "Base Salary" in its entirety and replacing it with the following: "BASE SALARY" shall mean the annual cash salary payable to an Officer, excluding bonuses, incentive compensation, stock options, employer contributions to pension and benefit plans, and other forms of irregular payments; and for purposes of calculating a potential Award for non-Covered Officers pursuant to Section 5.2, shall be subject to adjustment by the Committee in its discretion to account for changes to a non-Covered Officer's Base Salary during the applicable year.