WOLVERINE WORLD WIDE INC /DE/
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<TITLE>Wolverine World Wide, Inc. Exhibit 10.16</TITLE>
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<P ALIGN="RIGHT"><B>Exhibit 10.16</B></P>
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<P ALIGN="CENTER"><B>WOLVERINE WORLD WIDE, INC.</B></P>

<P ALIGN="CENTER"><B>EXECUTIVE SHORT-TERM INCENTIVE PLAN</B></P>

<P ALIGN="CENTER"><B>(ANNUAL BONUS PLAN)</B></P>

<P ALIGN="CENTER">SECTION 1</P>

<P ALIGN="CENTER"><U>Establishment</U> <U>of</U> <U>Plan</U>; <U>Purpose</U> <U>of</U> <U>Plan</U></P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 1.1&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Establishment</U> <U>of</U> <U>Plan</U>. The Company hereby establishes the WOLVERINE WORLD WIDE, INC. EXECUTIVE SHORT-TERM INCENTIVE PLAN (ANNUAL BONUS PLAN) (the "Plan"), for its executive officers and senior corporate and divisional officers and other key employees. The Plan provides for the payment of bonuses to participants based upon the financial performance of the Company, or an operating division or profit center of the Company, in a particular fiscal year.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 1.2&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Purpose</U> <U>of</U> <U>Plan</U>.  The purpose of the Plan is to motivate Participants to improve the Company's profitability and growth by the attainment of carefully planned earnings, sales and other contributory goals, promote initiative and cooperation with awards based on corporate and divisional earnings and encourage outstanding individuals to enter and continue in the employ of the Company.  Within that context, the Plan is intended to provide performance-based compensation under Section 162(m) of the Code and shall be interpreted and administered to achieve that purpose.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 1.3&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Effective</U> <U>Date</U>.  The Plan is initially effective as of December 29, 1996.  Adoption of the Plan by the Board and payment of Incentive Bonuses for Fiscal Year 1997 shall be contingent upon approval by the stockholders of the Company.  In the absence of such approval, this Plan shall be void.</P>

<P ALIGN="CENTER">SECTION 2</P>

<P ALIGN="CENTER"><U>Definitions</U></P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The following terms have the stated definitions unless a different meaning is plainly required by the context:</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.1&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Act" means the Securities Exchange Act of 1934, as amended.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.2&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Beneficiary" means the individual, trust or other entity designated by the Participant to receive any amount payable with respect to the Participant under the Plan after the Participant's death.  A Participant may designate or change a Beneficiary by filing a signed designation with the Committee in a form approved by the Committee.  A Participant's will is not effective for this purpose.  If a designation has not been completed properly and filed with the Committee or is ineffective for any other reason, the Beneficiary shall be the Participant's Surviving Spouse.  If there is no effective designation and the Participant does not have a Surviving Spouse, the remaining benefits, if any, shall be paid to the Participant's estate.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.3&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Board" means the Board of Directors of the Company.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.4&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Code" means the Internal Revenue Code of 1986, as amended.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.5&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Committee" means the Compensation Committee of the Board or such other committee as the Board shall designate to administer the Plan.  The Committee shall consist of at least two members and all of its members shall be "non-employee directors" as defined in Rule 16b-3 issued under the Act and "outside directors" as defined in the regulations under Section 162(m) of the Code.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.6&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Company" means Wolverine World Wide, Inc., a Delaware corporation, and its successors and assigns.</P>

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<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.7&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Fiscal Year" means the fiscal year of the Company for financial reporting purposes as the Company may adopt from time to time.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.8&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Incentive Bonus" means an annual bonus awarded and paid to a Participant for services to the Company during a Fiscal Year that is based upon achievement of preestablished performance objectives by the Company, division or profit center.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.9&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Participant" means an executive officer or senior corporate or divisional officer or other key employee of the Company or its Subsidiaries who is designated as a Participant for a Fiscal Year.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.10&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Performance" means the level of achievement by the Company of the financial performance criteria based on the profits and sales of the Company and/or its operating divisions or profit centers established by the Committee pursuant to Section 5.2.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.11&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Subsidiary" means any company or other entity of which 50% or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.12&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Surviving Spouse" means the spouse of the Participant at the time of the Participant's death who survives the Participant.  If the Participant and spouse die under circumstances which prevent ascertainment of the order of their deaths, it shall be presumed for the Plan that the Participant survived the spouse.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.13&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; "Target Bonus" means the bonus goal established by the Committee for each Participant under Section 5.1(a).</P>

<P ALIGN="CENTER">SECTION 3</P>

<P ALIGN="CENTER"><U>Administration</U></P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 3.1&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Power</U> <U>and</U> <U>Authority</U>.  The Plan shall be administered by the Committee. The Committee may delegate recordkeeping, calculation, payment and other ministerial or administrative functions to individuals designated by the Committee, who may be employees of the Company.  Except as limited in the Plan, the Committee shall have all of the express and implied powers and duties set forth in the Plan and shall have full authority and discretion to interpret the Plan and to make all other determinations deemed necessary or advisable for the administration of the Plan.  Action may be taken by a written instrument signed by a majority of the members of the Committee and any action so taken shall be as effective as if it had been taken at a meeting.  The Committee may make such other rules for the conduct of its business and may adopt such other rules, policies and forms for the administration, interpretation and implementation of the Plan as it deems advisable.  All determinations, interpretations and selections made by the Committee regarding the Plan shall be final and conclusive.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 3.2&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Indemnification</U> <U>of</U> <U>Committee</U> <U>Members</U>.  Neither any member or former member of the Committee nor any individual to whom authority is or has been delegated shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan.  Each individual who is or has been a member of the Committee, or delegated authority by the Committee, shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed or incurred in connection with any act or failure to act under the Plan.  Each such individual shall be justified in relying on information furnished in connection with the Plan's administration by any appropriate person or persons.</P>

<P ALIGN="CENTER">SECTION 4</P>

<P ALIGN="CENTER"><U>Participation</U></P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 4.1&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Participation</U>.  For each Fiscal Year, the Committee shall select the executive officers and senior corporate and divisional officers and other key employees who shall be the Participants for the Fiscal Year.  The Committee may limit the number of executive officers and senior corporate and divisional officers and</P>

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<P>other key employees who will be Participants for a Fiscal Year.  Officers and key employees designated as Participants after the first 90 days of any Fiscal Year shall not be eligible for any Incentive Bonus paid with respect to such Fiscal Year.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 4.2&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Continuing</U> <U>Participation</U>. Selection as a Participant for a Fiscal Year by the Committee is limited to that Fiscal Year.  An eligible executive officer or senior corporate or divisional officer or key employee will be a Participant for a Fiscal Year only if designated as a Participant by the Committee for such Fiscal Year.</P>

<P ALIGN="CENTER">SECTION 5</P>

<P ALIGN="CENTER"><U>Performance</U> <U>Goals</U> <U>and</U> <U>Criteria</U></P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 5.1&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Selection</U> <U>of</U> <U>Criteria</U>.  The Committee shall preestablish performance goals for each Participant in the manner and within the time limits specified in this Section 5.  For each Participant for each Fiscal Year, the Committee shall specify:</P>

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<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Target</U> <U>Bonus</U>.  A Target Bonus, expressed as a percentage of the Participant's base salary or a specified dollar amount;</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Incentive</U> <U>Bonus</U>.  The Incentive Bonus levels, expressed as a percentage of the Target Bonus, that shall be paid to the Participant at specified levels of performance by the Company or division based on the criteria established by the Committee pursuant to Section 5.2; </P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (c)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Performance</U> <U>Measurement</U>.  The applicable measurement of Performance under Section 5.2; and</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (d)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Conditions</U> <U>on</U> <U>Incentive</U> <U>Bonus</U>.  Any specific conditions under which an Incentive Bonus specified under subsection (b) above may be reduced or forfeited (but not increased).</P>
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<P>The Incentive Bonus levels specified under subsection (b) above may be expressed either as (i) a matrix of percentages of the Target Bonus that will be paid at specified levels of the Performance, or (ii) a mathematical formula that determines the percentage of the Target Bonus that will be paid at varying levels of Performance.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 5.2&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Measurement</U> <U>of</U> <U>Performance</U>.  Performance shall be determined by reference to profits and sales of the Company and/or its operating divisions or profit centers.  Performance of the Company may be measured by:</P>

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<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Company</U> <U>Profits</U>.  Achievement by the Company of specified, absolute levels of Company-wide profit before taxes, bonuses, and 401(k) plan contributions, provided that such levels are greater than zero and substantially uncertain when specified;</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Company</U> <U>Sales</U>.  Achievement by the Company of specified, absolute levels of Company-wide sales, provided that such levels are greater than zero and substantially uncertain when specified;</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (c)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Division</U> <U>or</U> <U>Profit</U> <U>Center</U> <U>Profits</U>.  Achievement by an operating division or profit center of the Company of specified, absolute levels of profit before taxes, provided that such levels are greater than zero and substantially uncertain when specified;</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (d)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Division</U> <U>or</U> <U>Profit</U> <U>Center</U> <U>Sales</U>.  Achievement by an operating division or profit center of the Company of specified, absolute levels of sales, provided that such levels are greater than zero and substantially uncertain when specified; or</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (e)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Combination</U>.  Any combination of (a), (b), (c) and (d) above, applied directly or in the alternative.</P>
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<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 5.3&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Incentive</U> <U>Bonus</U> <U>Conditioned</U> <U>on</U> <U>Performance</U>.  Payment of an Incentive Bonus to a Participant for a Fiscal Year under this Plan shall be entirely contingent upon achievement of the Performance levels established by the Committee pursuant to this Section 5, the satisfaction of which is substantially uncertain when established by the Committee for the Fiscal Year.</P>

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<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 5.4&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Time</U> <U>of</U> <U>Determination</U> <U>by</U> <U>Committee</U>.  All determinations to be made by the Committee for a Fiscal Year pursuant to this Section 5 shall be made by the Committee during the first 90 days of such Fiscal Year.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 5.5&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Objective</U> <U>Standards</U>.  An Incentive Bonus shall be based solely upon objective criteria, consistent with this Section 5, from which an independent third party with knowledge of the facts could determine whether the performance goal or range of goals is met and from that determination could calculate the Incentive Bonus to be paid.  Although the Committee has authority to exercise reasonable discretion to interpret this Plan and the criteria it shall specify pursuant to this Section 5 of the Plan, it may not amend or waive such criteria after the 90th day of a Fiscal Year.  The Committee shall have no authority or discretion to increase any Incentive Bonus, or to construct, modify or apply the measurement of Performance in a manner that will directly or indirectly increase the Incentive Bonus, for any Participant for any Fiscal Year above the amount determined by the applicable objective standards established within the first 90 days of the Fiscal Year.</P>

<P ALIGN="CENTER">SECTION 6</P>

<P ALIGN="CENTER"><U>Determination</U> <U>and</U> <U>Payment</U> <U>of</U> <U>Incentive</U> <U>Bonuses</U></P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 6.1&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Committee</U> <U>Certification</U>.  The Incentive Bonus for each eligible Participant for a Fiscal Year shall be determined on the basis of the Target Bonus and Performance criteria established by the Committee pursuant to Section 5 for the Fiscal Year.  The Committee shall determine, and shall certify in writing prior to payment of the Incentive Bonus, that the Company Performance for the Fiscal Year satisfied the Performance criteria established by the Committee for the Fiscal Year.  Approved minutes of the Committee shall constitute sufficient written certification for this purpose.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 6.2&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Eligibility</U> <U>for</U> <U>Payment</U>.  The Incentive Bonus otherwise payable to a Participant for a Fiscal Year shall be adjusted as follows:  </P>

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<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Retirement</U>, <U>Death</U>, <U>or</U> <U>Total</U> <U>Disability</U>.  If a Participant ceases to be a Participant before the end of any Fiscal Year and more than 6 months after the beginning of such Fiscal Year because of death, normal or early retirement under the Company's retirement plan, as then in effect, or total disability under the Company's long-term disability plan, an award shall be paid to the Participant or the Participant's Beneficiary after the end of such Fiscal Year prorated as follows: the award, if any, for such Fiscal Year shall be equal to 100% of the Incentive Bonus that the Participant would have received if the Participant had been a Participant during the entire Fiscal Year, multiplied by the ratio of the Participant's full months as a Participant during that Fiscal Year to the twelve months in that Fiscal Year.  Notwithstanding the foregoing, the Committee shall have discretion to reduce or eliminate any Incentive Bonus otherwise payable pursuant to this Section 6.2(a).  </P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Other</U> <U>Termination</U>.  If an employee ceases to be a Participant during any Fiscal Year, or prior to actual receipt of the award for a previous Fiscal Year because of the Participant's termination of employment for any reason other than described in Section 6.2(a), the Participant will not be entitled to any award for such Fiscal Year.</P>
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<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 6.3&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Maximum</U> <U>Incentive</U> <U>Bonus</U>.  The Incentive Bonus for any Participant for a Fiscal Year shall not, in any event, exceed $1,500,000.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 6.4&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Payment</U> <U>to</U> <U>Participant</U> <U>or</U> <U>Beneficiary</U>.  The Incentive Bonus of each Participant shall be paid to the Participant, or the Beneficiary of any deceased Participant, by the Company as soon as feasible following final determination and certification by the Committee of the amount payable.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 6.5&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Manner</U> <U>of</U> <U>Payment</U>.  Each Participant will receive his or her Incentive Bonus in cash.</P>

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<P ALIGN="CENTER">SECTION 7</P>

<P ALIGN="CENTER"><U>General</U> <U>Provisions</U></P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 7.1&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Benefits</U> <U>Not</U> <U>Guaranteed</U>.  Neither the establishment and maintenance of the Plan nor participation in the Plan shall provide any guarantee or other assurance that an Incentive Bonus will be payable under the Plan.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 7.2&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>No</U> <U>Right</U> <U>to</U> <U>Participate</U>.  Nothing in this Plan shall be deemed or interpreted to provide a Participant or any non-participating employee any contractual right to participate in or receive benefits under the Plan.  No designation of an employee as a Participant for all or any part of a Fiscal Year shall create a right to an Incentive Bonus under the Plan for any other Fiscal Year.  There is no obligation of uniformity of treatment of employees, eligible officers or Participants under the Plan.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 7.3&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>No</U> <U>Employment</U> <U>Right</U>.  Participation in this Plan shall not be construed as constituting a commitment, guarantee, agreement or understanding of any kind that the Company or any Subsidiary will continue to employ any individual, and this Plan shall not be construed or applied as an employment contract or obligation.  Nothing in this Plan shall abridge or diminish the rights of the Company or any Subsidiary to determine the terms and conditions of employment of any Participant, officer or other employee or to terminate the employment of any Participant, officer or other employee with or without reason at any time.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 7.4&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>No</U> <U>Assignment</U> <U>or</U> <U>Transfer</U>.  Neither a Participant nor any Beneficiary or other representative of a Participant shall have any right to assign, transfer, attach or hypothecate any amount or credit, potential payment or right to future payments of any amount or credit or any other benefit provided under this Plan.  Payment of any amount due or to become due under this Plan shall not be subject to the claims of creditors of the Participant or to execution by attachment or garnishment or any other legal or equitable proceeding or process.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 7.5&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>No</U> <U>Limit</U> <U>on</U> <U>Other</U> <U>Compensation</U> <U>Arrangements</U>.  Nothing contained in this Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements.  A Participant may have other targets under other plans of the Company.  However, no payment under any other plan or arrangement shall be contingent upon failure to attain the criteria for payment of an Incentive Bonus under this Plan.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 7.6&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Withholding</U> <U>and</U> <U>Payroll</U> <U>Taxes</U>.  The Company shall deduct from any payment made under this Plan all amounts required by federal, state and local tax laws to be withheld and shall subject any payments made under the Plan to all applicable payroll taxes and assessments.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 7.7&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Incompetent</U> <U>Payee</U>.  If the Committee determines that an individual entitled to a payment under this Plan is incompetent, it may cause benefits to be paid to another individual for the use or benefit of the Participant or Beneficiary at the time or times otherwise payable under this Plan, in total discharge of the Plan's obligations to the Participant or Beneficiary.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 7.8&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Governing</U> <U>Law</U>.  The validity, construction and effect of the Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 7.9&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <U>Severability</U>.  In the event any provision of the Plan shall be held illegal or invalid for any reason, the remaining provisions of the Plan shall not be affected and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.</P>

<P ALIGN="CENTER">SECTION 8</P>

<P ALIGN="CENTER"><U>Termination</U> <U>and</U> <U>Amendment</U></P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The Board may terminate the Plan at any time, or may from time to time amend the Plan as it deems proper and in the best interests of the Company.  No termination or amendment may impair the validity of, or the obligation of the Company to pay, any Incentive Bonus awarded for any Fiscal Year prior to the year in which the termination or amendment is adopted or, if later, is effective.  No amendment adopted after the first</P>

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<P>90 days of a Fiscal Year may directly or indirectly increase any Incentive Bonus for that Fiscal Year.  Except as otherwise provided in this Plan and the applicable objective criteria established pursuant to this Plan for determining the amount of any Incentive Bonus for a Fiscal Year, no Incentive Bonuses shall be payable for the Fiscal Year in which the Plan is terminated, or, if later, in which the termination is effective.</P>

<P ALIGN="CENTER">SECTION 9</P>

<P ALIGN="CENTER"><U>Duration</U> <U>of</U> <U>the</U> <U>Plan</U></P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Subject to earlier termination by the Board, this Plan shall terminate without action by the Board as of the date of the first meeting of stockholders held in 2002, unless reapproved by the stockholders at such meeting or earlier.  If reapproval occurs, the Plan will terminate as of the date of the first meeting of stockholders in the fifth year following reapproval or any subsequent reapproval.  If the Plan terminates under this provision due to lack of reapproval by the stockholders, any Incentive Bonuses paid for the Fiscal Year in which the Plan terminates shall be determined by the Committee and paid in accordance with the terms of the Plan.</P>

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