EXHIBIT 10.2
SALE OF BUSINESS BONUS PROGRAM
1. Definitions. The terms
listed below shall be defined as follows:
(a) "Allocation" shall mean a percentage amount of the Bonus Pool which
shall be allocated to a designated Participant in the Bonus Pool as
determined by the
Committee from time to time and set forth in an
award agreement made by the Committee in favor of such
Participant.
(b) "Bonus Pool" shall mean the total
gross amount of cash
available for
bonus payments
under this Bonus Program. The Bonus Pool shall be
calculated as a percentage of the market capitalization (the product
of Share Appreciation multiplied by Shares Outstanding) of the
Company. The Committee
may assign different
percentages by range
of
share prices
within the market capitalization. The applicable
percentage(s) of the market capitalization shall be designated
by the
Committee from time to
time. The following is an example of a
Bonus
Pool calculation
assuming 42,000,000
Shares Outstanding and
a Share
Appreciation of
$11.00, based on the
percentages of bands
of market
capitalization currently designated by the Committee:
<TABLE>
<CAPTION>
<S>
<C>
<C>
<C>
Designated
Market Capitalization (Share
Bonus
Share Appreciation
Appreciation multiplied by 42M)
Percentage
Bonus Pool
------------------
-------------------------------
----------------- ----------
$0.00 to $
1.90
$ 80,598,000.00
0.00%
$
0.00
$1.90 to $
5.00
$130,200,000.00
3.00%
$ 3,906,000.00
$5.00 to
$10.00
$210,000,000.00
3.50%
$ 7,350,000.00
$10.00 to $11.00
$ 42,000,000.00
4.00%
$ 1,680,000.00
------------
Total Bonus Pool
$ 12,936,000.00
=============
</TABLE>
(c) "Bonus Program" shall mean this
Sale of Business Bonus Program.
(d) "Change of Control" shall mean
either (i) any merger or consolidation
of the Company with or
into any other
corporation or entity
(other
than a wholly-owned
subsidiary of the
Company) unless the
Incumbent
Board determines that such transaction shall not constitute a "Change
of Control" for purposes of this Bonus Program, or (ii) there
occurs a
sale or disposition by the Company of all or substantially
all of the
Company's assets for which purposes the Incumbent Board shall have
the
authority to
determine in its sole discretion what constitutes
substantially all of the Company's assets.
(e) "Committee" shall mean the Compensation Committee of the Board of
Directors or, except to the extent prohibited by applicable law or
the
applicable rules of any stock exchange or market, such other person
or
<PAGE>
persons (who may be members of the Compensation Committee or not) to
whom the Committee may
expressly allocate or
delegate in writing all
or any portion of its responsibilities and powers. Any such
allocation
or delegation may be revoked by the Committee at any time.
(f) "Date of Termination" shall mean the date on which a
Participant in
this Bonus Program is
no longer actively
employed by the
Company or
any Related Company
unless such date occurs due to a leave of absence
approved by the
Committee in which
event the "Date of
Termination"
shall occur upon
expiration of such approved leave of absence without
the prior return of such Participant to such active employment
status.
(g) "Incumbent Board" shall mean those
individuals who, as of the date of
adoption of the
Plan, constitute the Board of Directors of the
Company; provided,
however, that any individual becoming a
director
subsequent to the adoption of the Plan whose election, or nomination
for election by the Company shareholders, was approved by a vote of
at
least a majority of the directors then comprising the Incumbent Board
shall be considered
as though such in
