This excerpt taken from the GT 8-K filed Apr 11, 2008.
Withholding Taxes. The Company shall have the right to
make payment of Awards net of any applicable federal, state,
local or foreign taxes required to be withheld, or to require
the Participant to pay such withholding taxes. If the
Participant fails to make such tax payments as required, the
Company shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due
to such Participant or to take such other action as may be
necessary to satisfy such withholding obligations.
Nontransferability. No Award may be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of,
including assignment pursuant to a domestic relations order,
during the time in which the requirement of continued employment
or attainment of performance goals has not been achieved. Each
Award shall be paid during the Participants lifetime only
to the Participant, or, if permissible under applicable law, to
the Participants legal representatives. No Award shall,
prior to receipt thereof by the Participant, be in any manner
liable for or subject to the debts, contracts, liabilities or
torts of the Participant.
Administration. The Committee shall administer the Plan,
interpret the terms of the Plan, amend and rescind rules
relating to the Plan, and determine the rights and obligations
of Participants under the Plan. The Committee may delegate any
of its authority as it solely determines, consistent with
applicable law and the rules and regulations of the New York
Stock Exchange. In administering the Plan, the Committee may at
its option employ compensation consultants, accountants and
counsel and other persons to assist or render advice to the
Committee, all at the expense of the Company. All decisions of
the Committee shall be final and binding upon all parties
including the Company, its stockholders, and the Participants.
The provisions of this Plan are intended to ensure that all
Awards granted hereunder qualify for the exemption from the
limitation on deductibility imposed by Section 162(m) of
the Code that is set forth in Section 162(m)(4)(C) of the
Code, and this Plan shall be interpreted and operated consistent
with that intention.
Severability. If any provisions of the Plan or any Award
is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or would disqualify the Plan
or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform
to applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee,
materially altering the purpose or intent of the Plan or the
Award, such provision will be stricken as to such jurisdiction,
and the remainder of the Plan or Award shall remain in full
force and effect.
No Fund Created. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund
of any kind or a fiduciary relationship between the Company and
a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Company pursuant
to an Award, such right shall be no greater than the right of
any unsecured general creditor of the Company.
Employment at Will. Neither the adoption of the Plan,
eligibility of any person to participate, nor payment of an
Award to a Participant shall be construed to confer upon any
person a right to be continued in the employ of the Company. The
Company expressly reserves the right to discharge any
Participant whenever in the sole discretion of the Company its
interest may so require.
Amendment or Termination of the Plan. The Board of
Directors of the Company reserves the right to amend or
terminate the Plan at any time with respect to future Awards to
Participants. Amendments to the Plan will require stockholder
approval to the extent required to comply with applicable law,
including the exemption under Section 162(m) of the Code.
Non-Exclusivity of Plan. Neither the adoption of the Plan
by the Board of Directors nor the submission of the Plan to
stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board of Directors
or the Committee to adopt such other incentive arrangements as
either may deem desirable, including, without limitation, cash
or equity-based compensation arrangements, either tied to
performance or otherwise.
Governing Law. The Plan and any agreements hereunder
shall be interpreted in accordance with the laws of the State of
Ohio, without reference to principles of conflict of laws that
might result in the application of the laws of another
jurisdiction, and applicable federal law.