Exhibit 10.3


 


2008 PERFORMANCE SHARE PROGRAM


AWARD CALCULATION METHODOLOGY


EXHIBIT A


 


	
  Parameter

  	
   

  	
  Description

  
	
  Award Metrics

  	
   

  	
  “Initial Meta-Funding
  Gate” requires achievement of GAAP revenues of 90% of Annual Operating Plan
  (AOP) Threshold performance 

  ·   If Initial Meta-Funding Gate is not met, no Actual
  Awards will be earned for 2008

  ·   If Initial Meta-Fund Gate is met, Maximum Awards may
  be earned, subject to reduction based on the achievement of the following
  “Other Performance Goals”:

  ·   Non-GAAP Revenues (including shippable backlog at
  the end of the fiscal year) — Maximum Award reduced to zero if performance
  does not equal or exceed 95% of AOP (AOP revenue goal will be set in
  consideration of beginning of year shippable backlog); and

  ·   Non-GAAP Operating Profit — Maximum Award reduced to
  zero if performance does not equal or exceed 90% of AOP. 

  Actual Awards determined using the matrix provided
  in Section 2, below.

  
	
   

  	
   

  	
   

  
	
  Award Determination

  	
   

  	
  ·   If Initial Meta-Funding Gate is not met, no
  Performance Shares are credited/earned

  ·   If Initial Meta Funding Gate is met, the number of
  Performance Shares credited as an Actual Award is calculated using the matrix
  below

  Step 1: Determine the
  “Performance Share Percentage” based on achievement of the Other Performance
  Goals by using the matrix below:

   

  

   

  



 

















 


	
   

  	
   

  	
  Step 2:
  Determine the number of Performance Shares credited as an Actual Award by
  determining the Performance Share Percentage (Step 1) and multiplying that
  percentage by the number of Performance Shares subject to Target Award
  (partial share amounts will be rounded up to the next share)

   

  ·   The maximum number of Performance
  Shares that may be credited as an Actual Award is 200% of the Target Award
  (the “Maximum Award”)

  ·   If achievement is below either Other
  Performance Goal threshold, shares credited are 0% of the Target Award.

  ·   If achievement is at the threshold
  level of performance for both Other Performance Goals, shares credited are
  38% of the Target Award (“Minimum Award”)

  ·   Achievement percents are rounded to the nearest
  whole percent

  ·   Actual number of Performance Shares credited
  as Actual Award is calculated based on achievement, rounded to the nearest
  whole share

   

  See below for
  examples of the Actual Award determination process

   

  
	
  Actual
  Award Determination Examples

  	
   

  	
  Assume:

  ·   Maximum Award of 5,000 Performance Shares

  ·   Target Award of 2,500 Performance Shares 

  



 


	
   

  	
   

  	
  Example
  1

  
	
   

  	
   

  	
  2008 Revenue
  Achievement:

  	
  2008 Operating
  Profit Achievement:

  
	
   

  	
   

  	
  102%
  of AOP

  	
  103%
  of AOP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Performance
  Share Percentage According to Matrix: 135%

  
	
   

  	
   

  	
  Performance
  Shares Credited as Actual Award:

  
	
   

  	
   

  	
  2,500 Target

  
	
   

  	
   

  	
  X

  
	
   

  	
   

  	
  135%

  
	
   

  	
   

  	
  =

  
	
   

  	
   

  	
  3,375
  Performance Shares

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Example
  2

  
	
   

  	
   

  	
  2008 Revenue
  Achievement:

  	
  2008 Actual
  Operating Profit:

  
	
   

  	
   

  	
  99%
  of AOP

  	
  96%
  of AOP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Performance
  Share Percentage According to Matrix: 86%

  
	
   

  	
   

  	
  Performance
  Shares Credited as Actual Award:

  
	
   

  	
   

  	
  2,500 Target

  
	
   

  	
   

  	
  X

  
	
   

  	
   

  	
  86%

  
	
   

  	
   

  	
  =

  
	
   

  	
   

  	
  2,150
  Performance Shares