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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 11, 2006
THE WASHINGTON POST COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6714 53-182885
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1150 15th Street, N.W. 20071
Washington, D.C. (Zip Code)
(Address of principal
executive offices)
(202) 334-6000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing
obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Section 1 - Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Item 1.01(a) The Shareholders of the Company
approved a series of amendments to the Companys
Incentive Compensation Plan in the form set out in
Exhibit A to the 2006 Proxy Statement previously
sent to shareholders, which amendments would (i) provide
the Companys Compensation Committee with greater
flexibility in designing compensation plans for key
employees of the Company and its subsidiaries and
(ii) modify or establish caps on the payouts
of various awards payable to participants under
the Incentive Compensation Plan.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Item 9.01(c) Exhibits
Exhibit No. Description
10.1 The Washington Post Company Incentive
Compensation Plan as adopted May 11, 2006
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned
hereunto duly authorized.
The Washington Post Company
(Registrant)
Date May 22, 2006 /s/ John B. Morse, Jr.
(Signature)
John B. Morse, Jr.
Vice President, Finance
EXHIBIT INDEX
Exhibit No. Description
Exhibit 10.1 The Washington Post Company Incentive
Compensation Plan as adopted
May 11, 2006
THE WASHINGTON POST COMPANY
INCENTIVE COMPENSATION PLAN
As amended and restated May 11, 2006
Table of Contents
1. Purposes 1
2. Administration of the Plan 1
3. Participation 1
4. Duration of Plan 2
5. Annual Incentive Provision 2
6. Determination of Annual Awards 3
7. Method Payment of Annual Awards
and Time of Payment 4
8. Long-Term Incentive Award Cycles;
Awards 4
9. Restricted Stock 5
10. Performance Units 8
11. Expenses 10
12. Adjustments in Class B Common
Stock 10
13. Amendment 10
THE WASHINGTON POST COMPANY
INCENTIVE COMPENSATION PLAN
As Amended and Restated
through May 11, 2006
1. Purposes
The purposes of this Incentive
Compensation Plan (hereinafter called the Plan)
of The Washington Post Company, a Delaware
corporation (hereinafter called the Company),
are (a) to provide greater incentives to key
employees to increase the profitability of the
Company and its subsidiaries and (b) to strengthen
the ability of the Company and its subsidiaries
to attract, motivate and retain persons of
merit and competence upon which, in large measure,
continued growth and profitability depend.
2. Administration of the Plan
The Plan shall be administered by the
Compensation Committee of the Board of Directors
of the Company (hereinafter called the Committee)
as constituted from time to time by the Board of
Directors. No member of the Committee shall be
eligible to participate in the Plan. The Committee
shall have full power and authority to make all
decisions and determinations with respect to the
Plan, including without limitation the power and
authority to interpret and administer the Plan,
adopt rules and regulations and establish terms
and conditions, not inconsistent with the provisions
of the Plan, for the administration of its business
and the implementation of the Plan.
3. Participation
(a) Participation in the Plan shall be
extended to senior executives, key managers and
key personnel of the Company and its subsidiaries
who, in the opinion of the Committee, are mainly
responsible for the management of the operations
of the Company and its subsidiaries or who are
otherwise in a position to make substantial
contributions to the management, growth and/or
success of the business of the Company.
(b) Directors, as such, shall not
participate in the Plan, but the fact that an
employee is also a Director of the Company or a
subsidiary shall not prevent his or her
participation.
(c) As used in the Plan, the term Company
shall mean The Washington Post Company and any
subsidiary thereof.
(d) The Plan shall not be deemed to preclude
the making of any award pursuant to any other
compensation, incentive, bonus or stock option plan
which may be in effect from time to time.
4. Duration of Plan
The Plan shall remain in effect until
terminated by the Board of Directors; provided,
however, that the termination of the Plan shall
not affect the delivery or payment of any award
made prior to the termination of the Plan.
5. Annual Incentive Provision
(a) For each fiscal year and except as
set forth in paragraph 5(f) below, the Committee
may make annual incentive awards in an aggregate
amount not to exceed the Maximum Incentive Credit
(as hereinafter defined) for such year. All annual
incentive awards granted under the Plan are
hereinafter collectively referred to as Annual
Awards.
(b) The term Maximum Incentive Credit,
as used herein, shall mean for any year an amount
determined as follows: (i) there shall first be
calculated an amount equal to twelve (12) percent
of Stockholders Equity (hereinafter called the
Basic Return on Equity); (ii) there shall then be
deducted from Consolidated Profit Before Income Taxes
an amount equal to the Basic Return on Equity, the
excess (if any) being hereinafter called Incentive
Profit; (iii) the Maximum Incentive Credit shall be
ten (10) percent of Incentive Profit. The term
Consolidated Profit Before Income Taxes, as used
herein, shall mean for any year the sum of (i) the
profit before income taxes (exclusive of special
credits and charges and extraordinary items)
included in the Consolidated Statement of Income
of the Company for such year and (ii) the amount
of incentive compensation provided for in computing
such profit before income taxes. The term
Shareholders Equity, as used herein, shall mean
for any year the amount reported as stockholders
equity (or the comparable item, however designated)
at the end of the preceding year as included in
the Consolidated Balance Sheet of the Company for
the preceding year, with appropriate pro rata
adjustments, as approved by the Committee,
for any change during the year arising from any
increase or decrease in outstanding capital stock.
(c) During the last month of each fiscal
year, the Vice President-Finance of the Company
shall advise the Committee of the estimated Maximum
Incentive Credit for such fiscal year and the
Committee shall determine the employees who are to
receive awards for such fiscal year and the
amount of each such award.
(d) As soon as practicable after the close
of each fiscal year, the Companys independent public
accountants shall calculate and certify to the
Committee the Maximum Incentive Credit for such
fiscal year.
(e) The amount determined and reported
by the Companys independent auditors as the
Maximum Incentive Credit for any fiscal year
shall be final, conclusive and binding upon
all parties, including the Company, its
stockholders and employees, notwithstanding any
subsequent special item or surplus charge or
credit that may be considered applicable in whole
or in part to such fiscal year; provided that
if the amount actually awarded for any fiscal
year should later be determined by a court of
competent jurisdiction to have exceeded the
Maximum Incentive Credit for such fiscal year,
the Maximum Incentive Credit for the fiscal
year next succeeding such determination shall
be reduced by the amount of such excess.
Any such excess shall thus be corrected
exclusively by adjustments of the amounts
subsequently available for awards and not
by recourse to the Company, the Board of
Directors, the Committee, any participant or
any other person.
(f) Notwithstanding the foregoing,
prior to the commencement of each fiscal year
the Committee may, in the case of certain
individuals who have made or have the potential
to make extraordinary contributions to
the growth and profitability of the Company,
grant special annual incentive awards for
such coming fiscal year (Special Annual
Incentive Awards), the payout value of which
will be based entirely on goals established
in writing by the Committee at the time of
grant relating to one or more of the following
factors: operating income, cash flow,
earnings per share, return on assets, return
on equity, operating margins, economic value
added (EVA), cash flow margins, shareholder
return,cost control and/or other quantitative
revenue, growth or profitability measurements,
which may be in respect of the Company as a
whole, or of any business unit thereof.
The payout value of any Special Annual
Incentive Awards granted with respect
to a fiscal year shall not be included
in calculating the limit on the aggregate
amount of Annual Awards otherwise payable
for such fiscal year provided for in
paragraph 5(a) above.
6. Determination of Annual Awards
The Committee shall, consistent with
all applicable provisions of the Plan, determine
the participants to receive Annual Awards for
each fiscal year, the amount and the form of
each such award, and the other terms and
conditions applicable thereto. The aggregate
value of the Annual Awards (including the payout
value of any Special Annual Incentive Award)
payable to any participant with respect to any
fiscal year shall not exceed in value the greater
of 200% of a participants base earnings in the
fiscal year to which such awards apply or
$10 million or, in the case of a participant
who is the president or chief executive
officer of one of the Companys business
units (not including the President or Chief
Executive Officer of the Company), 1% of
such business units revenue for the fiscal
year with respect of which the award is to be paid.
In determining the terms and conditions
of the Annual Award, the Committee shall, in the
case of each participant who is an executive
officer of the Company (for purposes of Item 402
of Regulation S-K under the Securities Exchange Act
of 1934), establish in writing, not later than
90 days after the commencement of the fiscal year,
performance goals relating to one or more of the
following: operating income, cash flow, earnings
per share, return on assets, return on equity,
operating margins, economic value added (EVA),
cash flow margins, shareholder return, cost
control and/revenue growth measurements, which
may be in respect of the Company, as a whole, or
any business unit thereof, which will have to be
achieved if such executive officer is to
receive payment for an Annual Award.
7. Method Payment of Annual Awards and Time of
Payment
(a) All Annual Awards shall be made in cash.
(b) All Annual Awards shall be paid in a
lump sum as promptly as practicable in the calendar
year that begins closest to the last day of the
fiscal year to which the award relates, except as
otherwise provided herein below.
(c) The Committee may, in its sole
discretion, establish terms and conditions
under which a participant may elect to defer the
payment of an award in whole or in part pursuant
to the terms of The Washington Post Company Deferred
Compensation Plan (the Deferred Compensation
Plan).
8. Long-Term Incentive Award Cycles; Awards
(a) During the term of the Plan, the
Committee shall from time to time establish Award
Cycles, each of which shall commence on a date
specified by the Committee and shall terminate
no earlier than the third anniversary date of
the commencement of such Award Cycle or such other
anniversary date as specified by the Committee;
provided, however, an Award Cycle shall
(i) commence on the first day of a fiscal year
of the Company, (ii) consist of not less than
three nor more than four fiscal years of the
Company, and (iii) at least two such fiscal
years shall elapse between the beginning of
consecutive Award Cycles.
(b) For each Award Cycle, the
Committee shall (i) designate, subject to
paragraph 10(a), the participants who are to
receive awards of Performance Units for such
Award Cycle and the number of Performance
Units awarded to each such participant, and
(ii) establish, subject to paragraph 10(b),
the method for determining at the end of such
Award Cycle the value of a Performance Unit
awarded at the beginning of such Award Cycle.
(c) In addition, from time to time the
Committee may deem it desirable to grant long-term
incentive awards not based on an Award Cycle
established under paragraph 8(a) and the Committee
shall have the discretion to (A) designate the
participants who are to receive such awards and
(B) establish such terms and conditions applicable
to such long-term incentive awards (Special
Long Term Incentive Award).
9. Restricted Stock
(a) During the term of the Plan, the
Committee shall from time to time designate the
participants who are to receive awards of
restricted shares of the Class B Common Stock
of the Company (such restricted shares being
hereinafter called Restricted Stock), the number
of shares of Restricted Stock awarded to each
such participant, and the date on which full
ownership of such shares of Restricted Stock
will vest in such participant (such being
hereinafter called the Vesting Date). In no
case may the Vesting Date designated by the
Committee be less than one year nor more
than six years from the date of the award
of Restricted Stock to which it relates.
If the Committee so determines, a single award
of Restricted Stock can provide for more than
one Vesting Date with a portion of the full award
to vest on each specified Vesting Date. To each
participant designated to receive an award of
Restricted Stock, there shall be (1) issued
(subject to subparagraph (b) below) a stock
certificate, registered in the name of such
participant, or (2) a book entry made in the
name of such participant, in each case
representing such number of shares of Restricted
Stock awarded to such participant; provided,
however, that at any time, not more than 10,000
share of Restricted Stock may be awarded
to any participant under all outstanding awards
of Restricted Stock.
(b) Within 30 days after the effective
date of a Restricted Stock award, each recipient
of such an award shall deliver to the Company
(i) an executed copy of a Restricted Stock
Agreement containing the terms and provisions
set forth in subparagraph (c) below and (ii) a
stock power executed in blank. Upon receipt of
such agreement and stock power executed by the
participant, the Company shall cause the stock
certificate referred to in subparagraph (a) above
to be issued in the name of the participant and
delivered to the Secretary of the Company in
custody for such participant or the book entry
referred to in subparagraph (a) above to be made
in the name of the participant on the books of
the Company. The failure of a participant to
return such agreement and stock power within
such 30-day period without cause shall result
in cancellation of the Restricted Stock Award
to such participant, and no stock certificate
therefor shall be issued in the participants
name or book entry be made in the participants
name.
(c) Each Restricted Stock Agreement
accompanying an award of Restricted Stock shall
contain the following provisions, as applicable,
together with such other provisions as the
Committee shall determine:
(i) Except as hereinafter provided, none of the
shares of Restricted Stock subject thereto may be
sold, transferred, assigned, pledged or otherwise
disposed of before the Vesting Date(s) established
in the applicable Restricted Stock Agreement.
(ii) Except as provided below, if the participant
is continuously employed by the Company until
the occurrence of an applicable Vesting Date, the
restriction set forth in subparagraph (c)(i) above
shall terminate on such Vesting Date as to all the
shares of Restricted Stock associated with
that Vesting Date. In the event that the
participant takes one or more unpaid leave(s) of
absence where the leave is greater than 90 days in
duration at any time before an award of Restricted
Stock has vested, the Vesting Date or Dates for
such grant shall be extended by a period equal
to the aggregate number of days that the participant
was out on such leave(s) of absence (the Extended
Vesting Date(s)) and the restrictions set forth
in subparagraph (c)(i) above shall then terminate
on such Extended Vesting Date or Dates.
Notwithstanding any of the foregoing, in the
case of a participant who is an executive
officer of the Company at the time of the
award, the Committee shall, prior to the
effective date of Restricted Stock Award,
establish in writing a formula based on one or
more of the following: cash flow, operating
income, earnings per share, economic value
added (EVA), return on assets, total
return on equity of the Company, operating
margins, cash flow margins, shareholder return,
cost control and/or quantitative revenue, growth
or profitability measurements over the period of
time it takes for the Restricted Stock Award to
vest fully, which will have to be achieved if
the restriction set forth in subparagraph
(c)(i) above is to terminate as provided
in this subparagraph (c)(ii).
(iii) If the participants employment by the
Company terminates for any reason (whether
voluntary or involuntary and including death or
disability) before the Vesting Date or Extended
Vesting Date, as the case may be, the ownership
of all shares of Restricted Stock shall revert
to the Company, unless termination occurs two
or more years from the effective date of the
award and the Committee, in its sole discretion,
approves the vesting of a percentage of the
number of shares of Restricted Stock originally
awarded (rounded to the nearest whole share),
if any, provided, however, that the percentage
determined by the Committee may not exceed
the percentage calculated by dividing
(i) the number of full months elapsed from the
effective date of the award to the date of such
termination (less the period of full months that
a participant was on one or more unpaid leaves of
absence where the leave is greater
than 90 days during such period by (ii) the
number of full months from such effective date
to the Vesting Date for such award (such
percentage being hereinafter called the Pro-Rated
Percentage).
(iv) Promptly after the restriction set forth
in subparagraph (c)(i) above shall terminate as
to any shares of Restricted Stock, the participant
to whom such shares were awarded (or the
participants estate, as the case may be) shall pay
to the Company the amount of all Federal, state
and local withholding taxes payable on the
compensation represented by such shares, and upon
receipt of such payment the Company shall
deliver to the participant a stock certificate or
certificates for such shares. Alternatively,
pursuant to rules established by the Compensation
Committee, a participant may elect to receive all
or a portion of the participants award in the form
of cash in lieu of shares, based on the fair market
value (the mean between the high and low
price per share on the New York Stock Exchange)
of such shares on the date the restrictions set
forth in subparagraph (c)(i) above shall terminate;
and the Company will deduct the amount of all
withholding taxes payable on the compensation
represented by such shares from the cash value
of the shares to be paid to the participant.
(v) As long as shares of Restricted Stock
remain registered in the name of a participant,
such participant shall be entitled to all the
attributes of ownership of such shares (subject
to the restriction on transfer referred to above),
including the right to vote such shares
and to receive all dividends declared and paid
on such shares.
(d) All shares of Common Stock issued to
recipients of Restricted Stock awards shall be
issued from previously issued and outstanding
shares held in the Treasury of the Company.
(e) The total number of shares of Common
Stock that may be awarded as Restricted Stock under
the Plan shall not exceed 425,000 shares; provided,
however, that effective November 1, 1991, shares
which revert to the Company in accordance with
paragraph 9(c)(iii) shall be deemed to have been
awarded as Restricted Stock for purposes of
determining the number of shares of Restricted Stock
remaining available to be awarded hereunder.
10. Performance Units and Special Long-Term
Incentive Awards
(a) During the term of the Plan, the
Committee shall from time to time designate the
participants who are to receive awards of
Performance Units and Special Long-Term Incentive
Awards, the number of Performance Units or other
terms and conditions as may be applicable, and
the date on which the participant shall be
entitled to payment under a Special Long-Term
Incentive Award (such being hereinafter called
the Incentive Vesting Date). In no case may
the Incentive Vesting Date designated by the
Committee be less than one year nor more than
six years from the date of the award of the
Special Long-Term Incentive Award to which
it relates. If the Committee so determines,
a single award of a Special Long-Term Incentive
Award can provide for more than one Vesting
Date with a portion of the full award to vest
on each specified Vesting Date. To each
participant designated to receive an
award of Performance Units there shall
be issued a Performance Unit Certificate
representing such number of Performance
Units with a nominal value of $100 each as
the Committee shall determine; provided,
however, that the total nominal value of
Performance Units awarded to a participant
for any Award Cycle shall not exceed 300% of
such participants base salary at the date of
such award.
(b) No later than 90 days after the
beginning of each Award Cycle or the beginning
of the applicable vesting period of a Special
Long-Term Incentive Award, the Committee shall
establish in writing a method for determining
the earned value of (A) a Performance Unit at
the end of such Award Cycle (hereinafter called
the Payout Value) or (B) the Special Long-Term
Incentive Award, in either case based on
performance goals over the period of the Award
Cycle or the vesting period in the case of a
Special Long-Term Incentive Award related to
one or more of the following: operating
income, cash flow, shareholder return,
earnings per share, return on assets, return
on equity, operating margins, cost control,
customer satisfaction, cash flow margins,
economic value added (EVA) and/or other
quantitative revenue, growth or profitability
measurements, which may be in respect of the
Company, as a whole, or any business unit
thereof; provided, however, that such method
shall provide that (i) no Payout Value may
exceed $200 and the payment of an award of
Performance Units to any participant
at the end of an Award Cycle shall be the
lesser of $5 million or the amount
determined by multiplying the Payout Value
times the number of Performance Units
granted to such participant, (ii) the
payment of a Special Long-Term Incentive
Award to any participant at the end of
the vesting period for such award shall not
exceed $5 million and (iii) the aggregate
value of the Performance Units and any Special
Long-Term Incentive Award payable to any
participant with respect to any fiscal year
shall not exceed $10 million. Notwithstanding
the foregoing, in the case of a participant
who is the president or chief executive
officer of one of the Companys business
units (not including the President or Chief
Executive Officer of the Company), the aggregate
value of the Performance Units and any
Special Long-Term Incentive Award payable
to such participant with respect to any
fiscal year shall not exceed in value 1% of
such business units revenue for the for the
fiscal year with respect of which the award
is to be paid.
(c) If a participants employment
by the Company terminates for any reason
(whether voluntary or involuntary and including
death or disability) before the end of an
Award Cycle for which the participant was
granted Performance Units or before Incentive
Vesting Date, the participant shall be entitled
to such percentage of the Payout Value of said
Performance Units or the payment due under said
Special Long-Term Incentive Award, if any,
as shall be determined after the end of such
Award Cycle or the Incentive Vesting Date,
in accordance with the following provisions:
(i) if termination occurs two or more years
after the effective date of the award, such
percentage, if any (but not greater than the
Pro-Rated Percentage), as the Committee may, in
its sole discretion, determine; and
(ii) if termination occurs within two years
from the effective date of the award, no
percentage of the Payout Value or payment
under a Special Long-Term Incentive Award
shall be paid.
(d) As promptly as practicable after
(i) the end of each Award Cycle and in the
calendar year that begins closest to the last
day of the Award Cycle or (ii) the Incentive
Vesting Date, but no later than 75 days after
the end of the calendar year of the Incentive
Vesting Date, the Payout Value of a Performance
Unit awarded at the beginning of such Award
Cycle or the payment due under the Special
Long-Term Incentive Award, as the case may be,
shall be calculated and paid (unless otherwise
deferred as provided herein) in cash to the
recipients awarded such awards after deduction
of all Federal, state and local withholding
taxes payable on the compensation represented
thereby. In addition, the Committee may, in
its sole discretion, establish terms and
conditions under which a participant may
elect to defer the payment of the Payout Value
of a Performance Unit or the payment of the
Special Long-Term Incentive Award in whole or
in part pursuant to the terms of the Deferred
Compensation Plan.
(e) For purposes of paragraphs 10(c)
and 10(d), and notwithstanding any contrary
terms thereof, in the event a participant
takes one or more unpaid leave(s) of absence
where the leave is greater than ninety (90)
days in duration at any time during an Award
Cycle or during the vesting period of a
Special Long-Term Incentive Award, the payment
of the Payout Value of the Performance Units or
Special Long-Term Incentive Award payable to
that participant shall be determined as if the
duration of the Award Cycle or applicable the
vesting period were extended by a period equal
to the number of days that the participant
was out on such leave(s) of absence and by
not giving the participant credit for the
period of employment during the Award Cycle
or vesting period when the participant was
on such leave of absence. Thus, for example,
if a participant was away from work on a
leave of absence for one year during a
four-year Award Cycle, the percentage
of the Payout Value of the Performance Units
payable to that participant would be 100% only
if the participant had at least one year of
active employment after the end of the Award
Cycle, and if such additional period of active
employment was not completed, the Committee,
in its exercise of discretion to determine a
Pro-Rated Percentage under paragraph 10(c)(i),
would make that determination in a manner
consistent with paragraph 9(c)(iii)(A). In
any such case, the Payout Value of the
Performance Units or the payment of the
Special Long-Term Incentive Award payable to
the participant shall be paid as soon as
practicable after the participant becomes
entitled to payment by completing the
additional period of active employment or by
reason of the Committees exercise of discretion
under paragraph 10(c)(i), but no later than
seventy-five (75) days after the end of the
calendar year in which the participant
attains such vested payment right.
(f) At the end of each Award Cycle,
the Committee may, in its sole discretion, award
to those senior executives of the Company and its
subsidiaries who are not executive officers of
the Company and whose performance during such
Award Cycle the Committee believes merits
special recognition cash bonuses in an aggregate
amount not to exceed 10% of the aggregate
Payout Value of all Performance Units that
become vested and payable with respect to such
Award Cycle.
11 Expenses
The expenses of administering this Plan
shall be borne by the Company.
12. Adjustments in Class B Common Stock
In the event of any change or changes
in the outstanding shares of Common Stock by
reason of any stock dividend, split-up,
recapitalization, combination or exchange of
shares, merger, consolidation, separation,
reorganization, liquidation or the like, the
class and aggregate number of shares that may
be awarded as Restricted Stock under the Plan
after any such change shall be appropriately
adjusted by the Committee, whose determination
shall be conclusive.
13. Amendment
The Board of Directors of the Company
shall have complete power and authority to amend,
suspend or discontinue this Plan; provided,
however, that the Board of Directors shall not,
without the approval of the holders of a majority
of the voting stock of the Company
entitled to vote thereon, (A) increase either
(i) the maximum number of shares of Restricted
Stock that may be awarded under the Plan,
(ii) the maximum number of shares of Restricted
Stock or Performance Units that may be awarded
to a participant, (iii) the maximum Payout Value
of a Performance Unit or a Special Long-Term
Incentive Award, or (iv) the percentage ceiling
on the aggregate amount of bonuses which may be
awarded pursuant to paragraph 10(f) or (B) make
any amendment which would permit the incentive
provision of any year provided in paragraph 5
hereof to exceed the limitations set forth in
said paragraph.