2009 Performance Targets





The following summarizes the
relevant incentive periods, performance targets, and formulas established by the
Compensation Committee under the 2006 Senior Executive Plan for 2009.  




Incentive Periods. 



	  	(1)  	  	Annual
Incentive Period. There shall be one annual incentive period (the           “Annual
Incentive Period”) commencing on January 1st.  






	  	(2)  	  	Quarterly
Incentive Periods. In addition, there shall be four quarterly           incentive
periods (the “Quarterly Incentive Periods”)           commencing on the
first day of each of the Company’s fiscal quarters.  






	  	(3)  	  	Base
Salary. Target bonuses shall be established by the Compensation           Committee
for each Participant. The target bonuses shall be expressed in terms           of a
percentage of base salary. Fifty percent of the target bonus shall be based           on
performance in the Annual Incentive Period and 12.5% of the target bonus           shall
be based on performance in each of the Quarterly Incentive Periods. Based           on
this allocation of target bonus, the calculation of bonuses for the Annual
          Incentive Period shall be based on 50% of annual base salary as defined below,
          and the calculation of bonuses for the Quarterly Incentive Periods shall be
          based on 12.5% of base salary as defined below. Base salary shall be the base
          salary that is in effect on the date the final Incentive Award is calculated
and           shall include foreign service premiums, but shall not include cost of
living           allowances or any other premiums.  






	  	(4)  	  	Incentive
Period. The Annual Incentive Period and the Quarterly Incentive           Periods are
collectively referred to as the “Incentive           Periods,” and
individually as an “Incentive Period.” 







Incentive Targets 



	  	(1)  	  	Critical
Success Factors. “Operating Income” and           “Revenue” shall
be the primary performance targets used to determine           whether an Incentive Award
shall be paid for an Incentive Period and the amount           of any such Incentive
Awards to be paid to a Participant under the Plan. The           Compensation Committee
has established individual performance targets to           determine the portion of an
Incentive Award that shall be paid.  






	  	(2)  	  	Establishment
of Incentive Targets. The Compensation Committee shall           approve minimum
level, budget level and stretch level operating income targets           (“Oper Inc
Targets”), and minimum level, budget level and           stretch level
revenue targets (the “Rev Targets”) for each           Incentive Period
for each Executive. The targets are referred to as the           “Targets.” The
Compensation Committee shall also approve           targets for the additional
performance targets (the “Additional Targets”).  














Incentive Award Thresholds 



	  	(1)  	  	 Threshold.
In the event that the Company’s operating income is less           than the minimum
Oper Inc Target for the applicable Incentive Period, no           Incentive Award shall
be paid to any Participant for such Incentive Period for           global results. In the
event operating income for a region is less than the           minimum Oper Inc Target
for the region, no Incentive Award shall be paid to the           applicable regional
executive Participant for such Incentive Period for regional           results.  






	  	(2)  	  	Other
Thresholds. If actual performance is less than the minimum Target           of
another specified Target for an Executive in any given Incentive Period, the
          portion of the Incentive Award tied to such Target shall not be paid for such
          Incentive Period, but this shall not affect the payment of the portion of the
          Incentive Award tied to other Targets in which performance is equal to or
          greater than the minimum Target of the applicable Target except as provided in
          Paragraph (1) above.  






	  	(3)  	  	Compensation
Committee Discretion. Notwithstanding anything to the           contrary, the
Compensation Committee may elect not to pay or reduce an Incentive           Award
otherwise payable to a Participant even if the applicable Targets have           been
met. Such determination may be made based on such factors that the           Compensation
Committee considers relevant including, without limitation, failure           of such
Participant to perform individual employment responsibilities at           acceptable
performance level or other performance related issues.  







Incentive Awards  



	  	(1)  	  	Incentive
Awards. In the event the relevant Oper Inc targets have been           satisfied, the
total Incentive Award for an Executive for any Incentive Period           shall be
determined by multiplying the applicable portion of Participant’s           base
salary (as set forth in “Incentive Periods” above) by the sum of           all
of the Adjusted Bonus Percentages applicable for such Incentive Period with
          respect to the Targets and Additional Targets where the required performance
          thresholds have been met.  






	  	(2)  	  	 Bonus
Percentages. The Committee has established a target bonus           percentage (the
“Bonus Percentage”) for each Participant           representing a
percentage of base salary. Such Bonus Percentage shall be           allocated to the
respective Targets as follows:  







				
	Regional Executives	 	 	 	 	 
	      Global Revenue	 	 	 	15	%
	      Global Oper Inc	 	 	 	15	%
	      Regional Revenue	 	 	 	49	%
	      Regional Oper Inc	 	 	 	21	%
	Corporate	 	 	 	 	 
	      Global Revenue	 	 	 	50	%
	      Global Oper Inc	 	 	 	50	%















	  	(3)  	  	Adjusted
Bonus Percentages. The formulas described in parts (a) and (b)                below
are used to adjust the Bonus Percentage for the applicable Target. The
               formulas shall not apply to the Additional Targets.  






	  	  	a.  	  	In
the event that actual performance equals or exceeds the minimum level Target,
               but is less than the budget level Target, the Bonus Percentage for such
               Incentive Period and such Target shall be adjusted in accordance with the
               following formula:  






	  	  	  	  	  	Adjusted Bonus
Percentage = Bonus Percentage * [.50+ (.50* ((Actual Performance — Minimum Level
Target)/(Budget Level Target — Minimum Level Target))]  








	  	  	 	  	The formula
results in a 50% negative adjustment to the applicable Bonus Percentage at the minimum
level Target, with the adjusted bonus percentage increasing linearly to equal the
applicable Bonus Percentage at the budget level Target.  






	  	  	b.  	  	 In
the event that actual performance equals or is greater than the budget level
               Target, the Bonus Percentage for such Incentive Period and such Target
shall be                adjusted in accordance with the following formula:  






	  	  	  	    	  	Adjusted Bonus
 Percentage = Bonus  Percentage * [1+  ((Actual  Performance  -
                                    Budget Level Target)/(Stretch Level Target - Budget
Level Target))]   






	  	  	  	  	The formula
results in a linear adjustment to the applicable Bonus Percentage with the Adjusted Bonus
Percentage being equal to 200% of the applicable Bonus Percentage at the stretch level
Target.  






	  	  	c.  	  	In
the event that actual performance exceeds the stretch level Target, the Bonus
               Percentage for such Incentive Period and such Target shall be adjusted in
               accordance with the following formula:  






	  	  	  	   	  	Adjusted Bonus
   Percentage    =   Bonus    Percentage   *   [1+   ((Actual
                                    Performance)/(Stretch Level Target))]   

















	  	(4)  	  	Additional
Targets. In the event the Additional Targets are not achieved,           the
Compensation Committee shall have the discretion to reduce the bonuses
          otherwise payable under this Plan by an amount equal to the Additional Target
          Percentage multiplied by the bonus otherwise earned. For regional executives,
          the reduction will only apply against bonuses attributable to regional results.
          The Compensation Committee may determine the method, if any, of adjusting the
          Bonus Percentage for Additional Targets. The Additional Target Percentages are
          as follows:

Regional Executives            20%

                 Corporate Executives           10%  








	  	  	  	In the
event an Additional Target is an annual performance measure rather than a quarterly
performance measure, the Compensation Committee shall have the discretion to make the
reduction against quarterly Incentive Awards based on projections, and make a true up
with respect to future awards.  






	  	(5)  	  	Cap.
Incentive Awards will be capped according to the following schedule:  






	  	  	a.  	  	For
markets which budget a loss and achieve a loss – 100%   








	  	  	b.  	  	For
markets           which budget a loss and achieve positive results – 150%   








	  	  	c.  	  	For
markets           which budget operating income less than 5% of revenue – 150%   









	  	  	d.  	  	There
is no           cap for markets which budget operating income exceeding 5% of total
revenue.   












	  	(6)  	  	Determination
of Incentive Award Payments. The Compensation Committee           shall make the
determination of whether a Target has been achieved and the level           of Incentive
Award that is payable with respect to each executive. In           determining whether a
performance target has been satisfied, the targets and           actual revenue and
operating income results shall be calculated on constant           currency basis to
eliminate the impact of foreign currency fluctuations. This           shall be
accomplished by using the same foreign currency exchange rates that           were used
in the equivalent prior-year period for purposes of establishing both           the
targets and actual results in order to provide clear comparison of the           targets
and actual results compared to prior-year results. Actual results shall           also be
calculated by eliminating any restructuring charges that were incurred           during
the Incentive Period in a restructuring that has been approved by the           Board of
Directors. In the event that the accrual of an Incentive Award would           result in
an Oper Inc Target not being achieved, but the Target would be           achieved without
the accrual, then the amount of bonus that will be payable           shall be reduced in
amount until the Oper Inc Target will be achieved.