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These excerpts taken from the ALL 10-K filed Feb 27, 2008. Payment of Awards.
a. Awards under the Plan shall be paid to Participants as soon as practicable after the completion of the fiscal year audit and after the Committee certifies that the performance goals and any other material terms were in fact satisfied, but notwithstanding any other provision in this Plan to the contrary, in no event before January 1 or after March 15 of the year following the fiscal year in which the Award was earned. Awards deferred at the Participant’s election shall be paid in accordance with the terms and conditions of any deferred compensation plan in which the Participant is eligible to participate.
b. Awards shall be paid in cash, less required withholding, or for those eligible may be deferred at the Participant’s election, subject to the terms and conditions of any deferred compensation plan in which the Participant is eligible to participate.
c. Unless the Committee has taken action under subsection 3.c. hereof prior to payment of an Award, each Participant selected by the Committee for a fiscal year who remains actively employed by the Company or a Subsidiary at the end of the fiscal year shall be entitled to receive a payment of an Award earned pursuant to the terms of the Plan with respect to such year.
d. If a Participant’s employment is terminated prior to completion of a fiscal year for any reason other than as described in subsection 5.e. below, the Participant will forfeit any Award otherwise payable for such fiscal year.
e. If a Participant dies, retires or is disabled during the fiscal year, and the Committee has not taken action under Section 3.c. hereof, the Participant’s Award will be prorated based on the number of Participant’s half months the Participant was eligible to participate during the fiscal year as an elected officer of the Company or any of its Subsidiaries. If a Participant dies before receipt of an Award, the Award will be paid to the Participant’s estate.
f. Prorated Awards will be paid at the same time as regular Awards.
6. Miscellaneous.
a. All amounts payable hereunder shall be payable only to the Participant or his or her beneficiaries. The rights and interests of a Participant under the Plan may not be assigned, encumbered, or transferred, voluntarily or involuntarily, other than by will or the laws of descent and distribution.
b. No individual shall have any claim or right to be a Participant in the Plan at any time, and any individual’s participation in the Plan may be terminated at any time with or without notice, cause or regard to past practices.
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c. Neither the Plan nor any action hereunder shall confer on any person any right to remain in the employ of the Company or any of its Subsidiaries or shall affect an employee’s compensation not arising under the Plan. Neither the adoption of the Plan nor its operation shall in any way affect the right and power of the Company or any Subsidiary to dismiss or discharge any employee at any time.
d. The Company and its Subsidiaries shall have the right to deduct from any Award, prior to payment, the amount of any taxes required to be withheld by any federal, state or local government with respect to such payments.
e. The Committee may rely upon any information supplied to it by any officer of the Company or any Subsidiary or by any independent accountant for the Company and may rely upon the advice of counsel in connection with the administration of the Plan and shall be fully protected in relying upon such information or advice.
f. All expenses and costs in connection with the administration of the Plan shall be borne by the Company.
g. The Plan and any agreements entered into thereunder shall be governed by and construed in accordance with the laws of the state of Illinois.
7. Amendment or Termination of the Plan.
The Board may suspend, terminate, modify or amend the Plan; provided, however, that any such action which changes employees eligible to participate, the criteria set forth in subsection 4.b., or the maximum amount of an Award set forth in subsection 4.c., shall be disclosed to and approved by the Company’s stockholders. Stockholder approval must be given by a majority of the votes cast by the holders of Company shares represented in person or by proxy at the annual meeting next following the date of any such change.
8. Effective Date.
The Plan was adopted by the Board of Directors of the Company on March 9, 1999, and was approved by the Company’s stockholders on May 18, 1999. The Plan was amended and restated by the Board on March 9, 2004, and the material terms of the performance goals of the Plan, as amended, were submitted to the Company’s stockholders for approval on May 18, 2004. The Plan was further amended and restated by the Board on November 13, 2007 to comply with Internal Revenue Code §409A.
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