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EXHIBIT 10.7
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CAPITAL HOLDINGS, INC.
LONG-TERM INCENTIVE COMPENSATION PLAN
EFFECTIVE DATE: DECEMBER 14, 1999
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SECTION I
PURPOSE
1.1 Purpose. The purpose of the Capital Holdings, Inc. Long-Term Incentive
Compensation Plan (the "Plan") is to provide competitive Long-Term
Incentive Compensation to Participants that aligns their interests with
shareholder interests through share ownership and investment in the
Company, and to encourage long-term growth in shareholder value through
the achievement of specified financial objectives.
1.2 Rule 16b-3 Plan. With respect to persons subject to Section 16 of the
Act ("Section 16 Persons"), transactions under this Plan are intended
to comply with all applicable conditions of Rule 16b-3 or its
successors promulgated under the Act. To the extent any provision of
the Plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed
advisable by the Committee. Moreover, in the event the Plan does not
include a provision required by Rule 16b-3 to be stated therein, such
provision (other than one relating to eligibility requirements, or the
price and amount of Awards) shall be deemed automatically to be
incorporated by reference into the Plan insofar as Participants who are
Section 16 Persons are concerned, to the extent permitted by law and
deemed advisable by the Committee.
1.3 Effectiveness of the Plan. The Plan will be effective upon adoption by
the Board. Nonqualified options granted under the plan on or after the
Effective Date are not subject to shareholder approval and shall be
binding upon the Company in accordance with the terms of the Plan and
such option's Option Agreement. Incentive Stock Options granted on or
after the Effective Date are subject to shareholder approval of the
Plan and shall automatically convert to a Nonqualified Stock Option in
the event the shareholders of the Company shall fail to approve the
Plan within one year of the Effective Date. In the event shareholders
of the Company shall not approve the Plan within one year of the
Effective Date the Plan shall immediately terminate. In the event the
Shareholders approve the Plan within one year of the Effective Date the
Plan will remain in effect until the earlier of the termination date
set forth in Section 12.2 hereof or such time as it is amended or
terminated by the Board in accordance with the terms of Section 12.2
hereof, except that no Incentive Stock Option may be granted under the
Plan on or after ten years from the Effective Date of the Plan.
SECTION II
DEFINITIONS
Unless the context clearly indicates otherwise, the following terms have the
meanings set forth below:
2.1 "Act" means the Securities and Exchange Act of 1934, as amended.
2.2 "Award" means Options, Restricted Stock or Stock Awards granted
pursuant to the Plan.
2.3 "Board" means the Board of Directors of the Company.
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2.4 "Cause" means, with respect to any certain Participant:
(a) the willful and continued failure by such Participant to
substantially perform his or her duties with respect to the
Company (other than any such failure resulting from his or her
incapacity due to physical or mental illness), or
(b) the willful engaging by such Participant in conduct which is
demonstrably and materially injurious to the Company,
monetarily or otherwise. For purposes of this Section 2.4, no
act or failure to act shall be deemed "willful" if done by the
Participant either in good faith and in the reasonable belief
that such act or omission was in the best interest of the
Company, or before the Board provides the Participant with a
written notice and reasonable opportunity to cure the actions
or omissions that the Board considers to be grounds for a
finding of Cause for purposes of this Plan.
2.5 "Change in Control" means the occurrence of any of the following
events:
(a) Any person or group (as such terms are used in connection with
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, "Exchange Act") is or becomes the "beneficial owner" (as
defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act),
directly or indirectly, of securities of Capital Holdings,
Inc. representing 35% or more of the combined voting power of
Capital Holdings, Inc.'s then outstanding securities; or
(b) Capital Holdings, Inc. is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as
a consequence of which members of the Board in office
immediately prior to such transaction or event constitute less
than a majority of the Board thereafter; or
(c) During any period of 24 consecutive months, individuals who at
the beginning of such period constitute the Board (including
for this purpose any new director whose election or nomination
for election by Capital Holdings, Inc.'s stockholders was
approved by a vote of at least one-half of the directors then
still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority
of the Board.
(d) Capital Holdings, Inc. is party to a merger, consolidation or
reorganization with any other corporation in which the
shareholders of Capital Holdings, Inc. immediately prior to
the merger, consolidation or reorganization do not immediately
thereafter directly or indirectly own more than fifty percent
(50%) of the combined voting power of the voting securities
entitled to vote in the selection of directors of the merged,
consolidated or reorganized entity.
Notwithstanding the foregoing, no trust department or designated
fiduciary or other trustee of such trust department of Capital
Holdings, Inc. or a subsidiary of Capital Holdings, Inc., or other
similar fiduciary capacity of Capital Holdings, Inc. with direct voting
control of the stock shall be treated as a person or group within the
meaning of subsection (a) hereof. Further, no profit-sharing, employee
stock ownership, employee stock purchase and savings, employee pension,
or other employee benefit plan of Capital Holdings, Inc. or any of its
subsidiaries, and no Trustee of any such plan in its capacity as such
Trustee, shall be treated as a person or group within the meaning of
subsection (a) hereof.
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2.6 "Code" means the Internal Revenue Code of 1986, as amended.
2.7 "Committee" means the members of the Compensation Committee as
appointed and maintained by the Board who are not employees of the
Company.
2.8 "Common Shares" means the Common Shares, no par value per share, of the
Company, which the Company may authorize and issue from time to time,
and as may be made subject to this Plan in the sole discretion of the
Board.
2.9 "Company" means collectively Capital Holdings, Inc., an Ohio
corporation, and any successor entity in a merger or consolidation, and
any of its Subsidiaries, which elects to participate in the Plan with
the approval of the Board.
2.10 "Director" means a member of the Board of the Company.
2.11 "Disability" means permanent and total disability as defined under
Section 22(e)(3) of the Code.
2.12 "Effective Date" means the date the Plan becomes effective.
2.13 "Fair Market Value" as of a certain date means the fair market value of
the Common Shares as determined by the Committee in its sole
discretion. In making such determination, the Committee will comply
with the valuation methods defined in Treasury Regulation Section
1.421-7(e)(2).
2.14 "Grant Date" as used with respect to Options, means the date as of
which such Options are granted by the Committee, as applicable,
pursuant to the Plan.
2.15 "Incentive Stock Option" or "ISO" means an Option conforming to the
requirements of Section 422 of the Code.
2.16 "Nonqualified Stock Option" or "NQO" means an Option granted pursuant
to the Plan other than an Incentive Stock Option.
2.17 "Option" means an option to purchase Common Shares granted by the
Committee pursuant to the Plan, which may be designated as either an
"Incentive Stock Option" or a "Nonqualified Stock Option."
2.18 "Participant" means an employee of the Company or non-employee director
as described in Section V hereof.
2.19 "Plan" means the Capital Holdings, Inc. Long-Term Incentive
Compensation Plan as set forth herein and as may be amended from time
to time, subject to Section 12.1 hereof.
2.20 "Retirement" means a Participant's voluntarily leaving the employment
of the Company upon the attainment of the minimum age of sixty-two
(62).
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2.21 "Restricted Stock Award" or "Restricted Stock" means an award of Common
Shares with restrictions placed on the sale, transfer or pledging of
the shares, and a risk of forfeiture during the restriction period.
2.22 "Stock Award" means an award of the Common Shares.
2.23 "Subsidiary" means a subsidiary corporation as defined in Section
424(f) of the Code.
SECTION III
ADMINISTRATION OF THE PLAN
3.1 The Committee. The Plan shall be administered by the Committee and
shall act only by the vote or written consent of at least a majority of
its members. The members of the Committee shall be appointed from time
to time by, and shall serve at the discretion of the Board. It is the
intent of the Committee to administer the Plan in a manner that
qualifies awards, to the extent possible, as excludable from the
deduction limit set forth under Section 162(m) of the Code.
3.2. Authority of the Committee. The Committee shall have all powers and
discretion necessary or appropriate to administer the Plan and to
control its operation, including, but not limited to, the power (a) to
determine which employees shall be granted Awards, (b) to prescribe the
terms, conditions and vesting schedule, if any, of such Awards, (c) to
determine the amount and form of Awards granted to Participants, (d) to
interpret the Plan and the Awards, (e) to adopt rules for the
administration, interpretation and application of the Plan as are
consistent therewith, and (f) to interpret, amend or revoke any such
rules subject to Section 12.1 hereof.
The Committee, in their sole discretion and on such terms and
conditions as they may provide, may delegate their duties in order to
provide for the day-to-day administration of the Plan. The Committee
shall control the general administration of the Plan with all powers
necessary to enable it to carry out its duties in that respect;
provided, however, that the Committee may not delegate its authority
and powers (a) with respect to those individuals under Section 16, or
(b) in any way which is impermissible under Code Section 162(m) or the
rules and regulations promulgated thereunder.
3.3 Decisions Binding. All determinations and decisions made by the
Committee shall be final, conclusive, and binding on all parties, and
shall be given the maximum deference permitted by law.
SECTION IV
SHARES SUBJECT TO THE PLAN
4.1 Shares Subject to Plan. The Company shall reserve 750,000 Common Shares
for issuance under this Plan, subject to adjustment pursuant to Section
4.2 hereof. Common Shares may be now or hereafter authorized yet
unissued or Common Shares already authorized, issued and owned or
purchased by the Company or a trust as to which the Company is a
grantor. If and to the extent that any rights with respect to Common
Shares shall not be exercised by any Participant for any reason or if
such rights shall terminate as provided herein, Common Shares that have
not been allocated to such Participant under the Plan shall again
become available for allocation to Participants as provided herein.
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4.2 Change in Capitalization. In the event of a change in the
capitalization of the Company due to a share split, share dividend,
recapitalization, merger, consolidation, combination, or similar event
or as the Committee shall in its sole discretion deem appropriate, the
aggregate number of Common Shares and the terms of any existing Awards
shall be adjusted by the Committee to reflect such change.
SECTION V
ELIGIBILITY
The Committee shall have the discretion to select directors, officers,
executives, managers, and other key employees of the Company for participation
in the Plan. The discretion of the Committee to select such Participants shall
be absolute and no person otherwise eligible for participation shall have any
right to participate. Only persons so selected shall be deemed "Participants"
for purposes hereof.
SECTION VI
STOCK OPTIONS
6.1 Grant of Options. Options may be granted to Participants, subject to
the provisions of the Plan, at any time and from time to time, as
determined in the sole discretion of the Committee. The Committee, as
applicable, shall in its sole discretion, determine the number of
Options granted to each Participant; provided, however, that in any one
calendar year, no one Participant shall be granted Options to purchase
a number of Common Shares in excess of 90,000, adjusted for any stock
dividends, stock splits, reverse stock splits, recapitalization mergers
or consolidations. Options granted may be ISOs to employees, NQOs to
employees or non-employee Directors, or a combination thereof.
6.2 Option Agreement. Each Option shall be evidenced by a written option
agreement (an "Option Agreement") that shall specify the Option price,
the expiration date of the Option, the number of shares to which the
Option pertains, any conditions to exercise of the Option, and such
other terms and conditions as the Committee, in its discretion, shall
determine. The Option Agreement also shall specify whether the Option
is intended to be an ISO or an NQO.
6.3 Option Price. The price for each Common Share deliverable upon the
exercise of an Option (the "Option Price") shall be determined at the
discretion of the Committee; provided, however, that with respect to
ISOs, the Option Price shall not be less than the Fair Market Value at
the date of grant. If at the time that an ISO is granted, the
Participant owns shares possessing more than 10% of the total combined
voting power of all classes of the Company's or any of its
Subsidiaries' capital shares, the Option Price of an ISO shall not be
less than one hundred and ten percent (110%) of the Fair Market Value
of a share on the date that the ISO is granted and any ISO so granted
must be exercised not later than five (5) years from the date it is
granted.
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6.4 Exercise of Options. Options granted under the Plan shall be
exercisable at such times, and subject to such restrictions and
conditions, as the Committee shall determine in its sole discretion,
except that any outstanding Options at the time of a Change in Control,
or a Participant's Death, Disability or Retirement will be immediately
exercisable without regard to any vesting restrictions attached to such
Options. A Participant electing to exercise an Option shall give
written notice of such election to the Company in such form as the
Committee may require.
6.5 Expiration of Options. Each Option belonging to a Participant shall
terminate upon the first to occur of the events listed in this section.
(a) Employees
(i) The date for termination of such Option set forth in
the Option Agreement applicable to such Option.
(ii) The expiration of ten (10) years from the date such
Option was granted, except as outlined in 6.3.
(iii) The expiration of one year from the date of the
Optionee's termination of employment for reason other
than Retirement or termination for Cause, it being
understood that the exercise of an Incentive Stock
Option at any time after ninety (90) days from the
date of such termination of employment for reason
other than death or Disability shall convert to a
Nonqualified Stock Option.
(iv) The expiration of one year from the later of the
Optionee's Retirement with the Company or termination
of service on the Board for a reason other than for
Cause.
(v) Termination of employment for Cause.
(b) Non-Employee Directors
(i) The date for termination of such Option set forth in
the Option Agreement applicable to such Option.
(ii) The expiration of ten (10) years from the date such
Option was granted.
(iii) The expiration of one year following the non-employee
Director's termination of service on the Board for a
reason other than for Cause.
(iv) Termination of a non-employee Director's service on
the Board for Cause.
6.6 Payment. The Option Price upon exercise of any Option shall be payable
to the Company in full in cash. The Committee also may, in its sole
discretion, permit exercise (a) by tendering previously acquired Common
Shares having an aggregate Fair Market Value at the time of exercise
equal to the total Option Price (provided that the Common Shares which
are
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tendered must have been held by the Participant or his or her
Permissible Transferees (as defined in 6.7) for at least six (6) months
prior to their tender to satisfy the Option Price), or (b) by any other
means which the Committee determines, in its sole discretion, to both
provide legal consideration for the Common Shares and to be consistent
with the purposes of the Plan.
As soon as practicable after receipt of a written notification of
exercise and full payment for the Common Shares purchased, the Company
shall deliver to the Participant, or his or her Permissible Transferee,
the certificates (in the Participant's or such Permissible Transferee's
name) representing such Common Shares.
6.7 Nontransferability of Options. No Option granted under the Plan shall
be assignable or transferable by the Participant other than by will or
the laws of descent and distribution. During the lifetime of a
Participant, the Option shall be exercisable only by such Participant,
except: (a) in the event of the disability of the Participant resulting
in the appointment, by a court of competent jurisdiction, of a legal
guardian or personal representative with appropriate authority, then by
such person in the name of Participant; or (b) in the name of the
Participant pursuant to a power of attorney, acceptable in form and
substance to Capital Holdings, Inc.
Notwithstanding the above, a Participant may, with respect to any
Nonqualified Stock Option: (a) designate in writing a beneficiary to
exercise his or her Option after the Participant's death; (b) transfer
an Option to a revocable inter vivos trust as to which the Optionee is
the settlor; and (c) transfer an Option for no consideration to any of
the following Permissible Transferees (each a "Permissible
Transferee"): (i) any member of the Immediate Family of the Participant
to whom such Option was granted, (ii) any trust solely for the benefit
of members of the Participant's Immediate Family, or (iii) any
partnership whose only partners are members of the Participant's
Immediate Family; and further provided that: (1) the Transferee shall
remain subject to all of the terms and conditions applicable to such
Options prior to and after such transfer; and (2) any such transfer
shall be subject to and in accordance with the rules and regulations
prescribed by the Committee. Any such transfer to a Permissible
Transferee shall consist of one or more options covering a minimum of
one hundred (100) option shares. An Option may not be re-transferred by
a Permissible Transferee except by will or the laws of descent and
distribution and then only to another Permissible Transferee. In the
case of (b) and (c), the Option shall only be exercisable by the
trustee or Permissible Transferee, as applicable. For the purposes
hereof, "Immediate Family" means, with respect to a particular
Participant, such Participant's child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and
shall include adoptive relationships.
6.8 Certain Additional Provisions for Incentive Stock Options.
(a) The aggregate Fair Market Value (determined at the time the
Option is granted) of the Common Shares with respect to which
ISOs are exercisable for the first time by any Participant
during any calendar year shall not exceed $100,000.
(b) ISOs may be granted only to persons who are employees of the
Company at the time of grant.
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(c) No ISO may be exercised after the expiration of ten years from
the date such ISO was granted; provided, however, that if the
ISO is granted to a Participant who, together with Persons
whose Common Share ownership is attributed to the Participant
pursuant to Section 424(d) of the Code, owns shares possessing
more than 10% of the total combined voting power of all
classes of the Company's or any of its Subsidiaries' capital
shares, the ISO may not be exercised after the expiration of
five years from the date that it was granted.
SECTION VII
RESTRICTED STOCK AWARD
7.1 Award of Restricted Stock. Restricted Stock may be granted to
Participants, subject to the provisions of the Plan, at any time and
from time to time, as determined in the sole discretion of the
Committee. The Committee shall in its sole discretion, determine the
number of shares of Restricted Stock granted to each Participant and
the terms and conditions of such grant.
Each Restricted Stock Award under the Plan shall be evidenced by a
stock certificate of the Company, registered in the name of the
Participant, accompanied by an agreement in such form as the Committee
shall prescribe from time to time. The Restricted Stock Awards shall
comply with such other terms and conditions not inconsistent with the
terms of this Plan as the Committee, in its discretion, shall
establish.
7.2 Stock Legends; Prohibition on Disposition. Certificates for shares of
Restricted Stock shall bear an appropriate legend referring to the
restrictions to which they are subject, and any attempt to dispose of
any such shares of stock in contravention of such restrictions shall be
null and void and without effect. The certificates representing shares
of Restricted Stock shall be held by the Company until the restrictions
are satisfied.
7.3 Termination of Service. The Committee shall determine the extent to
which the restrictions on any Restricted Stock Award shall lapse upon
the termination of the Participant's service to the Company and its
subsidiaries, due to death, Disability, Retirement or for any other
reason. If the restrictions on all or any portion of a Restricted Stock
Award shall not lapse, the Participant, or in the event of his death,
his personal representative, shall deliver to the Secretary of the
Company such instruments of transfer, if any, as may reasonably be
required to transfer the shares back to the Company.
7.4 Change in Control. Upon the occurrence of a Change in Control of the
Company, as determined in Section 2.5 of this Plan, all restrictions
then outstanding with respect to shares of Restricted Stock shall
automatically expire and be of no further force and effect and all
certificates representing such shares of Restricted Stock shall be
delivered to the Participant.
7.5 Effect of Attempted Transfer. No benefit payable or interest in any
Restricted Stock Award shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge
and any such attempted action shall be void and no such interest in any
Restricted Stock Award shall be in any manner liable for or subject to
debts, contracts, liabilities, engagements or torts of any Participant
or his beneficiary. If any Participant or beneficiary shall become
bankrupt
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or shall attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge any benefit payable under or interest in any
Restricted Stock Award, then the Committee, in its discretion, may hold
or apply such benefit or interest or any part thereof to or for the
benefit of such Participant or his beneficiary, his spouse, children,
or other dependents, in any such manner and such proportions as the
Committee may consider proper.
7.6 Dividends. Dividends, other than stock dividends, paid on Restricted
Stock, shall be either paid at the dividend payment date in cash, in
shares of unrestricted stock having a Fair Market Value equal to the
amount of such dividends, or the amount or value thereof automatically
reinvested in additional Restricted Stock or other investment vehicles,
as the Committee shall determine in its sole discretion. Stock
distributed in connection with a stock split or stock dividend, and
other property distributed as a dividend, shall be subject to
restrictions and a risk of forfeiture to the same extent as the
Restricted Stock with respect to which such stock or other property has
been distributed, unless otherwise determined by the Committee.
7.7 Rights as a Stockholder. A Participant shall have the right to receive
dividends, as described in Section 7.6, on Common Shares subject to the
Restricted Stock Award during the applicable restricted period, to vote
the Common Shares subject to the Award and to enjoy all other
stockholder rights, except that the employee shall not be entitled to
delivery of the stock certificate until the applicable Restricted
Period shall have lapsed (if at all).
SECTION VIII
STOCK AWARDS
8.1 Stock Awards. The Committee may, at any time and from time to time,
designate an Award of Common Shares to any Participant, which is
subject to one or more conditions established by the Committee, in its
sole discretion. If the Award is subject to the achievement of certain
performance objectives (as that term is used for purposes of Code
Section 162(m)), then the performance objectives shall be determined by
the Committee at their full discretion.
8.2 Effect of Change in Control. The effect of a Change in Control upon an
Award of Common Shares subject to this Section VIII shall be determined
by the Committee at such time as the Committee establishes the terms
and conditions that will apply to an Award of Common Shares.
SECTION IX
PAYMENT OF STOCK OR STOCK OPTIONS IN LIEU OF CASH COMPENSATION
The Committee may, at any time and from time to time, at the request of a
Participant, designate that a portion of a Participant's compensation otherwise
payable in cash be payable in Common Shares or as Stock Options. The Committee,
as applicable, shall have the sole discretion to determine the terms and
conditions under which such Common Shares or Stock Options shall be issued to
eligible employees or non-employee directors.
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SECTION X
NO RIGHT TO CONTINUED EMPLOYMENT
Participation in the Plan shall confer no rights to continued employment with
the Company, nor shall it restrict the rights of the Company to terminate a
Participant's employment relationship at any time for Cause or without Cause.
SECTION XI
WITHHOLDING TAXES
As a condition of delivery of cash or Common Shares upon exercise of an Option,
the issuance of Common Shares or the grant of Options in lieu of cash
compensation, or the payment of a Performance Award, the Company shall require
that the Participant and/or his or her permitted transferees (without regard to
whether the Participant has transferred the Award in accordance with the Plan)
satisfy federal, state and local tax withholding requirements as follows:
(a) Cash Remittance. Whenever Common Shares are to be issued upon
the exercise of an Option or payment of Award, the Participant
and/or his or her permitted transferees shall remit to the
Company in cash an amount sufficient to satisfy federal, state
and local withholding tax requirements, if any, attributable
to such exercise or payment, prior to the delivery of any
certificate or certificates for such shares. In addition, the
Company shall have the right to withhold from any cash payment
required to be made pursuant thereto an amount sufficient to
satisfy the federal, state and local withholding tax
requirements.
(b) Share Withholding or Remittance. In lieu of the remittance
required by Section X(a) hereof a Participant who is granted
an Award may, to the extent approved by the Committee,
irrevocably elect by written notice to the Company at the
office of the Company designated for that purpose, to (i) have
the Company withhold Common Shares from any Award hereunder,
or (ii) deliver other previously owned Common Shares, the Fair
Market Value of which as of the date on which any such tax is
determined shall be equal to, the required tax withholding
amount, if any, rounded down to the nearest whole share
attributable to such exercise, occurrence or grant; provided,
however, that no election to have Common Shares withheld from
any Award shall be in excess of the minimum statutory
withholding tax or shall be effective with respect to an Award
which was transferred by such Participant to a Permitted
Transferee or otherwise.
SECTION XII
AMENDMENT OR TERMINATION OF THE PLAN
12.1 Amendment. The Board or Committee may alter, amend or suspend the Plan
at any time or alter and amend Awards granted hereunder; provided,
however, that no such amendment may, without the consent of any
Participant to whom an Option shall theretofore have been granted or to
whom a Restricted Stock Award shall theretofore have been issued,
adversely affect the right of such Participant under such Award.
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12.2 Termination. The Plan shall terminate ten years from the Effective Date
of the Plan; provided, however, that the Plan shall be subject to
termination prior to such date on the date set forth in a resolution of
the Board terminating the Plan. No termination of the Plan shall
materially alter or impair the right of any Participant to receive
Awards previously granted hereunder without such Participant's consent.
In the event of a termination of the Plan, all Options granted
hereunder shall continue to be valid and binding obligations of the
Company going forward on the same terms and conditions as set forth
herein and in the applicable Option Agreements.
12.3 Change in Control. In the event of any merger, consolidation or other
reorganization in which the Company is not the surviving or continuing
corporation or in which a Change in Control is to occur, all of the
Company's obligations regarding Awards, if applicable, that were
granted hereunder and that are outstanding on the date of such event
shall, on such terms as may be approved by the Board or the Committee
prior to such event, be assumed by the surviving or continuing
corporation or canceled in exchange for property (including cash) in
amounts determined by the Board or the Committee.
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