Performance Goals, which may vary from Participant to Participant and target incentivecompensation bonus opportunity to target incentive compensation bonus opportunity, shall be basedupon the attainment of specific amounts of, or increases in, one or more of the following: themarket price of the Company’s common stock (either on a fixed date or over any specified period);total stockholder return; dividends per share; revenues; operating income; cash flow; earningsbefore or after income taxes; earnings before interest, taxes depreciation, amortization; netincome; stockholders’ equity; return on equity; book value per share; expense management; return oninvestment; improvements in capital structure; profitability of an identifiable business unit orproduct; maintenance or improvement of profit margins or operating efficiency; customersatisfaction metrics; user traffic metrics; customer order metrics; or strategic businessobjectivesconsisting of one or more objectives based on meeting specified cost targets, businessrestructurings, business expansion goals or goals relating to acquisitions or divestitures, allwhether applicable to the Company or any subsidiary or other business unit or any entity in whichthe Company has a significant investment, or any combination thereof as the Committee may deemappropriate. Each Performance Goal may be expressed on an absolute and/or relative basis, may bebased on, or otherwise employ, comparisons based on internal targets, business plans, the pastperformance of the Company or any subsidiary, unit or entity and/or the past or current performanceof other companies, may provide for the inclusion, exclusion or averaging of specified items inwhole or in part, such as re-structuring charges, types of expenses, realized gains or losses onstrategic investments, discontinued operations, extraordinary items, accounting changes, andunusual or nonrecurring items, and, in the case of earnings-based measures, may use or employcomparisons relating to capital, shareholders’ equity and/or shares outstanding, assets or netassets.To the extent that a Performance Goal is based on, or calculated with respect to, theCompany’s common stock (such as increases in earnings per share or other similar measures), then inthe event of any corporate transaction involving the Company (including, without limitation, anysubdivision or combination or exchange of the outstanding shares of common stock, stock dividend,stock split, spin-off, split-off, recapitalization, capital reorganization, liquidation,reclassification of shares of common stock, merger, consolidation, extraordinary cash distribution,or sale, lease or transfer of substantially all of the assets of the Company), the Committee shallmake or provide for such adjustments in such Performance Goal as the Committee may in good faithdetermine to be equitably required in order to prevent dilution or enlargement in the rights ofParticipants.5. INCENTIVE COMPENSATION BONUSES.Prior to the beginning of each Performance Period, or at such other time no later than suchtime as is permitted by the applicable provisions of the Code, the Committee shall establish inwriting the target (or range of) incentive compensation bonus opportunity for each Participantbased upon the attainment of one or more Performance Goals established by the Committee at suchtime. The Committee may provide for a threshold level of performance below which no amount ofincentive compensation bonus will be paid and a maximum level of performance above which noadditional incentive compensation bonus will be paid, and it may provide for the payment ofdiffering amounts for different levels of performance.As soon as practicable after the end of each Performance Period but before any incentivecompensation bonuses are paid, the Committee shall certify in writing (i) whether the PerformanceGoal or Goals were attained and (ii) the amount of the incentive compensation bonus payable to eachParticipant based upon the attainment of the Performance Goals established by the Committee. TheCommittee may determine to grant a Participant an incentive compensation bonus equal to, but not inexcess of, the amount specified in the foregoing certification. The Committee may also reduce oreliminate the amount of any incentive compensation bonus of any Participant at any time prior topayment thereof, based on such criteria as it shall determine, including but not limited toindividual merit and attainment of, or the failure to attain, specified personal goals establishedby the Committee or the termination of employment by the Participant with the Company or itssubsidiaries whether before or after the end of a Performance Period. Under no circumstance maythe Committee increase the amount ofthe incentive compensation bonus otherwise payable to a Participant pursuant to the Planbeyond the amount originally established, waive the attainment of the Performance Goals establishedby Committee or otherwise exercise its discretion so as to cause any incentive compensation bonuspursuant to the Plan not to qualify as performance-based compensation under Section 162(m) of theCode.
 
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As soon as practicable following the Committee’s determination of the amount of any incentivecompensation bonus payable to a Participant, but no later than December 31st of the calendar yearin which the determination is made, such incentive compensation bonus shall be paid to suchParticipant by the Company in cash or in common stock of the Company (or any combination thereof),as determined in the discretion of the Company’s management (provided that the form of suchpayment, as elected by management, shall be subject to Committee approval).The amount of the incentive compensation bonuses payable to any Participant pursuant to thePlan in a single calendar year shall not exceed $10 million.6. CESSATION OF EMPLOYMENT.Participants who cease to be employed by the Company or its subsidiaries prior to the end of aPerformance Period, other than due to death or disability (as defined in any disability plan of theCompany or any of its subsidiaries applicable to the Participant), shall not be eligible to receivean incentive compensation bonus for the Performance Period in which such termination of employmentoccurs. Subject to Section 7, Participants who cease to be employed by the Company or itssubsidiaries prior to the end of a Performance Period due to death or disability (as defined in anydisability plan of the Company or any of its subsidiaries applicable to the Participant) mayreceive an incentive compensation bonus which is prorated to the date of cessation of employment,but based upon the attainment of the Performance Goals for either the entire Performance Period orthe portion thereof preceding such death or disability, as determined by the Committee in its solediscretion.7. MISCELLANEOUS PROVISIONS.No Participant, officer or other person shall have any claim or right to receive or be paidany incentive compensation bonus under the Plan prior to the actual payment thereof.Neither the establishment of the Plan nor any action taken thereunder shall be construed asgiving any officer or other person any right to be retained in the employ of the Company.The Company shall have the right to deduct from all incentive compensation bonuses payablehereunder any federal, state, local or foreign taxes or other amounts required by law to bededucted or withheld with respect to such payments.No incentive compensation bonus under the Plan nor any rights or interests herein or thereinshall be assigned, transferred, pledged, encumbered, or hypothecated to, or in favor of, or subjectto any lien, obligation, or liability of a Participant to, any party (other than the Company or anysubsidiary), except, in the event of the Participant’s death, to his designated beneficiary ashereinafter provided.
 
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Any payments on account of an incentive compensation bonus payable under the Plan to adeceased Participant shall be paid to such beneficiary as has been last designated in writing bythe Participant, or if the Participant has not designated a beneficiary or if all Beneficiariesfail to survive the Participant, the Participant’s beneficiary shall be the Participant’s spouse,if any, or if none, his/her estate.Nothing in the Plan shall be construed in any way as limiting the authority of the Committee,the Board of Directors of the Company (the “Board”), the Company or any subsidiary to establish anyother annual or other incentive compensation bonus plan or as limiting the authority of any of theforegoing to pay cash bonuses or other supplemental or additional incentive compensation to anypersons employed by the Company, or any subsidiary whether or not such person is a Participant inthis Plan and regardless of how the amount of such bonus or compensation is determined.8. AMENDMENT OR TERMINATION OF THE PLAN.The Board, without the consent of any Participant, may at any time terminate or from time totime amend or terminate the Plan in whole or in part, whether prospectively or retroactively,including in any manner that adversely affects the rights of Participants; provided, however, thatno amendment that would require the consent of the stockholders of the Company pursuant to Section162(m) of the Code shall be effective without such consent.9. RECOUPMENT.If (i) any incentive compensation bonus is paid pursuant to the Plan on the basis of financialresults achieved by the Company, (ii) the Company is subsequently required to restate its financialstatements resulting in the financial results being reduced such that the incentive compensationbonus would not have been paid (or would have been smaller in amount), and (iii) the Participantreceiving such incentive compensation bonus had actual knowledge of the circumstances requiring therestatement, then such Participant may have the incentive compensation bonus reduced to the amount,if any, that in the Committee’s sole judgment, would have been earned on the basis of the revisedfinancial statements. The Committee may require the Participant receiving the incentivecompensation bonus, as a condition to the receipt of the incentive compensation bonus, to agreethat the incentive compensation bonus may be reduced pursuant to this Section 9, and the Companyshall be entitled to seek recovery from the Participant, as it deems appropriate under thecircumstances, in the best interest of the Company and as permitted by law.10. LAW GOVERNING.The validity and construction of the Plan and any agreements entered into thereunder shall begoverned by the laws of the State of Delaware without giving effect to principles of conflict oflaws.11. EFFECTIVE DATE.The Plan originally became effective March 25, 2008 and was amended and restated effective asof March 25, 2008.
 
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