other things, conduct, make or effect any change in the Company's business,
including any reorganization or other change in the structure of the Company's
operations. In the event of such a change, the Committee shall make such
adjustments, if any, as it deems reasonably appropriate and equitable in the
Performance Goals relating to any Award Year then in progress; provided,
however, that the Committee in no event may change the criteria upon which the
Performance Goals are based to criteria which are not measures of the financial
performance of the Company.
8. Amendment and Termination. The Company may terminate, amend or modify
the Plan at any time in any respect it deems advisable; provided, however, that
for a period of five years following the effective date of the Plan, the Company
will not terminate, amend or modify the Plan without the consent of at least
two-thirds of the Management Investors, which consent shall not be unreasonably
9. Payment of Withholding Tax. The Company may withhold from any payment
to be made under the Plan any amount required, in the discretion of the
Committee, to be withheld pursuant to any applicable law or regulation.
10. Right to Terminate Employment. Nothing contained in the Plan shall
confer upon any person a right to be employed by or to continue in the employ of
the Company, or interfere in any way with the right of the Company to terminate
or modify the terms of the employment of a Participant in the Plan at any time,
with or without cause.
11. Interpretation; Finality of Determinations. The Committee shall have
full and complete authority to interpret and administer the Plan, and to adopt
such rules and regulations and make all other determinations deemed necessary or
desirable for the administration of the Plan in accordance with this document.
Each determination, interpretation or other action made or taken pursuant to the
provisions of the Plan by the Committee shall be binding and conclusive.
12. Headings. Section headings are used herein for convenience of
reference only and shall not affect the meaning of any provision of the Plan.
13. Governing Law. The Plan shall be governed by and construed in
accordance with the internal laws of the State of New York.
14. Effective Date. The Plan shall be effective commencing with the 1998
fiscal year of the Company.