2.1
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Limitation to Non-Employee Directors. Only
Directors who are not employed by the Company or a Majority-Owned
Related
Company shall be eligible for the Plan.
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2.2
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Date of Eligibility. Directors who are on the Board as of
January 1, 2006 shall be eligible to participate as of January
1,
2006. Thereafter, a new Director shall be eligible twelve
months from the date he or she is appointed or elected to the
Board. The new Director shall be paid $175,000 in cash or such
other amount as may be determined by the Board of Directors for
his or her
first twelve months of service.
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3.1
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Accounts and Sub-Accounts. Each Participant shall
have an Account administered in his or her name. Such Account
shall be a bookkeeping entry only and no Stock or other assets
shall be
placed in the Participant’s name. There shall be separate
sub-Accounts for each Performance Period.
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3.2
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Crediting of Share Units. On the Grant Date, each
Participant’s Account shall be credited with Share Units. The
dollar amount for the period beginning January 1, 2006, shall
be $175,000
and may be adjusted in subsequent years by the Board of
Directors. The number of Share Units credited to each
Participant shall be determined by dividing this dollar amount
by the
average of the high and low price of Stock on the Grant Date.
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3.3
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Setting of Performance Target. On the Grant Date,
the Board of Directors shall set the Performance Period and the
Performance Target applicable for that Performance
Period. The Performance Target may not thereafter be
changed.
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3.4
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Hypothetical Dividends. As of each date on which
dividends on the Stock are payable to shareowners, each Participant’s
Account shall be credited with the value of the dividends that
would be
payable on Share Units if they were shares of Stock. These
hypothetical dividends shall be converted to Share Units using
the average
of the high and low price of Stock on the dividend payment date
or if such
date is not a trading day, on the next trading day.
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3.5
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New Directors Appointed Mid-Year. For
individuals who become eligible for the Plan in a particular
year after
the Grant Date, his or her account shall be credited with Share
Units
under this paragraph. A new Participant shall be credited with
Share Units equal to the dollar amount determined for the year
pursuant to
subparagraph 3.2, prorated for the number of days in the calendar
year
during which the Participant was eligible for participation in
the
Plan. This proration shall be a fraction, the numerator of
which is the number of days remaining in the calendar year (measured
from
the date the Director was eligible for participation in the Plan)
and the
denominator of which is 365. Once the dollar amount is
prorated, Share Units shall be credited to the Participant’s Account,
using the average of the high and low price of Stock on the date
of the
Director’s date of eligibility for participation in the Plan.
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4.1
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Payment only if Performance is Achieved. No amounts
shall be payable under this Plan unless the applicable Performance
Target
is achieved during the applicable Performance Period. The
performance shall be certified by the Audit Committee of the
Board of
Directors at the regularly-scheduled February meeting of the
Audit
Committee following the end of the Performance Period.
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4.2
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Payment of Account Balance. If the Performance Target has been
achieved during the Performance Period, the Participant shall
be paid his
or her Account balance attributable to that Performance Period
on February
28 following the certification of results, unless the Participant
elected
to defer the compensation as provided in Section 4.7 below. The
value of
the Share Units attributable to the Performance Period shall
be determined
by using the average of the high and low price of Stock on the
date the
performance is certified. If the Performance Target is not
achieved, the entire Account balance attributable to the Performance
Period shall be forfeited as of the date the performance is
certified.
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4.3
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Form of Payment. All payments under this Plan shall
be in cash unless
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4.4
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Resignation of Director. If a Director resigns from
the Board during a Performance Period for which he or she is
eligible to
participate, the Share Units attributable to each such Performance
Period
shall be prorated. The proration shall be a fraction, the
numerator of which is the number of days from the beginning of
the
applicable Performance Period in which the Director participated
to the
date of the Director’s resignation and the denominator of which is the
number of days in such Performance Period. No payment
shall be made unless the Performance Target is achieved and payment,
if
any, shall be made at the same time and valued in the same manner
as the
Share Units for the other Participants. Hypothetical dividends
on the prorated Share Units are credited for the remainder of
the
Performance Period.
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4.5
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Death of Director. If a Director dies during a
Performance Period in which he or she participates, the Share
Units
attributable to each Performance Period shall be prorated. The
proration shall be a fraction, the numerator of which is the
number of
days from the beginning of the applicable Performance Period
to the date
of the Director’s death and the denominator of which is the number of days
in such Performance Period. In addition, each applicable
Performance Period shall be shortened to end as of the quarter
in which
the Director dies. The results against the Performance Target
shall be measured for the shortened Performance Period and, if
the
Performance Target is achieved, payment shall be made to the
Director’s
Beneficiary as soon as administratively feasible following certification
of results. The Share Units shall be valued by using the
average of the high and low Stock price as of the date the performance
is
certified.
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4.6
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Change in Control. In the event of a Change in
Control during a Performance Period, the Performance Target shall
be
deemed to have been met for each of the Performance Periods that
are not
completed and the Share Units attributable to each Performance
Period
shall be prorated. The proration shall be a fraction, the
numerator of which is the number of days from the beginning of
the
applicable Performance Period to the date of the Change in Control
and the
denominator of which is the number of days in the Performance
Period. The value of the prorated Share Units shall be paid 30
days following the Change in Control and shall be valued by using
the
average of the high and low Stock price as of the date of the
Change in
Control.
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4.7
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Deferral Under Directors’ Deferred Compensation Plan.
Compensation payable under this Plan may be deferred pursuant
to the
provisions of the Directors’ Deferred Compensation Plan.
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5.1
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Administration of the Plan. The Committee on
Directors and Corporate Governance of the Board of Directors
of the
Company shall oversee the administration of the Plan. The
Committee on Directors and Corporate Governance has the exclusive
responsibility and complete discretionary authority to control
the
operation and administration of the Plan, with all powers necessary
to
enable it to properly carry out such responsibility, including
but not
limited to the power to construe the terms of the Plan, to determine
status, coverage and eligibility for benefits and to resolve
all
interpretive, equitable, and other questions, including questions
of fact,
that shall arise in the operation and administration of the
Plan. All actions or determinations of the Committee on
Directors and Corporate Governance shall be final, conclusive
and binding
on all persons.
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5.2
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Amendment and Termination of the Plan. The Board
may amend, modify, suspend or terminate the Plan in whole or
in part,
except that no amendment, modification, suspension or termination
may
retroactively adversely affect any Participant’s right to a benefit which
has been earned under the Plan before such date.
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5.3
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Controlling Law. This Plan shall be subject to the
laws of the State of Georgia, and the parties agree that all
disputes
arising from or related to this Plan shall be litigated in the
state or
federal courts located in Fulton County, Georgia. The parties
agree that such courts shall be the exclusive forum for such
disputes and
hereby submit to the jurisdiction and venue of such courts for
the
litigation of all such disputes. The parties hereby waive any
claims of improper venue or lack of personal or subject matter
jurisdiction as to any such disputes.
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5.4
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Limitation of Responsibility. Neither the
establishment of this Plan nor any modification thereof, nor
the creation
of any Account, nor the payment of any benefits, shall be construed
as
giving to any Participant or other person any legal or equitable
right
against the Company, or its subsidiaries, or any officer or employee
thereof; and in no event shall the terms of any Director’s Board
appointment be modified or in any way affected thereby.
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5.5
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Unsecured General Creditor. Participants and their
Beneficiaries, heirs, successors, and assigns shall have no legal
or
equitable rights, claims, or interest in any specific property
or assets
of the Company. No assets of the Company shall be held in any
way as collateral security for the fulfilling of the obligations
of the
Company under this Plan. The Company's obligation under the
Plan shall be merely that of an unfunded and unsecured promise
of the
Company to pay money in the future, and the rights of the Participants
and
Beneficiaries shall be no greater than those of unsecured general
creditors. Nothing contained in this Plan, and no actions taken
pursuant to the provisions of this Plan shall create or be construed
to
create a trust or any kind of fiduciary relationship between
the Company
and any Participant, Beneficiary, or any other person.
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5.6
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Taxes. Federal, state, FICA/Medicare and all other
taxes shall be solely the responsibility of the
Participant. The Company will report all payments as required
by the Internal Revenue Code or other tax regulations and withhold
any
applicable taxes where required.
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