Exhibit 10.3


 


2009
PERFORMANCE SHARE PROGRAM


AWARD
CALCULATION METHODOLOGY


 


	
  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
  2009 

  ·      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”: 

  ·      Revenue
  (adjusted to include shippable backlog at the end of the fiscal year) –
  Maximum Award reduced to zero if performance does not equal or exceed 90% of
  AOP (AOP revenue goal will be set in consideration of beginning of year
  shippable backlog); and 

  ·      Non-GAAP
  Operating Profit (adjusted to include the profit associated with shippable
  backlog at the end of the fiscal year) – Maximum Award reduced to zero if
  performance does not equal or exceed 75% 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:  

  



 


	
   

  	
  125%

  	
  98%

  	
  102%

  	
  106%

  	
  111%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  124%

  	
  96%

  	
  101%

  	
  105%

  	
  109%

  	
  113%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  123%

  	
  95%

  	
  99%

  	
  103%

  	
  108%

  	
  112%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  122%

  	
  93%

  	
  98%

  	
  102%

  	
  106%

  	
  111%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  121%

  	
  92%

  	
  96%

  	
  101%

  	
  105%

  	
  109%

  	
  114%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  120%

  	
  90%

  	
  95%

  	
  99%

  	
  103%

  	
  108%

  	
  112%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  119%

  	
  89%

  	
  93%

  	
  98%

  	
  102%

  	
  106%

  	
  111%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  118%

  	
  88%

  	
  92%

  	
  96%

  	
  101%

  	
  105%

  	
  109%

  	
  114%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  117%

  	
  86%

  	
  91%

  	
  95%

  	
  99%

  	
  103%

  	
  108%

  	
  112%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  116%

  	
  85%

  	
  89%

  	
  93%

  	
  98%

  	
  102%

  	
  106%

  	
  111%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  115%

  	
  83%

  	
  88%

  	
  92%

  	
  96%

  	
  101%

  	
  105%

  	
  109%

  	
  114%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  114%

  	
  82%

  	
  86%

  	
  91%

  	
  95%

  	
  99%

  	
  103%

  	
  108%

  	
  112%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  113%

  	
  80%

  	
  85%

  	
  89%

  	
  93%

  	
  98%

  	
  102%

  	
  106%

  	
  111%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  112%

  	
  79%

  	
  83%

  	
  88%

  	
  92%

  	
  96%

  	
  101%

  	
  105%

  	
  109%

  	
  114%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  111%

  	
  78%

  	
  82%

  	
  86%

  	
  91%

  	
  95%

  	
  99%

  	
  103%

  	
  108%

  	
  112%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  110%

  	
  76%

  	
  80%

  	
  85%

  	
  89%

  	
  93%

  	
  98%

  	
  102%

  	
  106%

  	
  111%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  109%

  	
  75%

  	
  79%

  	
  83%

  	
  88%

  	
  92%

  	
  96%

  	
  101%

  	
  105%

  	
  109%

  	
  114%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  108%

  	
  73%

  	
  78%

  	
  82%

  	
  86%

  	
  91%

  	
  95%

  	
  99%

  	
  104%

  	
  108%

  	
  112%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  107%

  	
  72%

  	
  76%

  	
  80%

  	
  85%

  	
  89%

  	
  93%

  	
  98%

  	
  102%

  	
  106%

  	
  111%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  106%

  	
  70%

  	
  75%

  	
  79%

  	
  83%

  	
  88%

  	
  92%

  	
  96%

  	
  101%

  	
  105%

  	
  109%

  	
  114%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  
	
   

  	
  105%

  	
  69%

  	
  73%

  	
  78%

  	
  82%

  	
  86%

  	
  91%

  	
  95%

  	
  99%

  	
  104%

  	
  108%

  	
  112%

  	
  114%

  	
  115%

  	
  115%

  	
  115%

  	
  115%

  	
  114%

  	
  114%

  	
  114%

  	
  113%

  	
  113%

  
	
   

  	
  104%

  	
  68%

  	
  72%

  	
  76%

  	
  81%

  	
  85%

  	
  89%

  	
  93%

  	
  98%

  	
  102%

  	
  106%

  	
  111%

  	
  112%

  	
  114%

  	
  113%

  	
  113%

  	
  112%

  	
  112%

  	
  112%

  	
  111%

  	
  111%

  	
  110%

  
	
   

  	
  103%

  	
  66%

  	
  70%

  	
  75%

  	
  79%

  	
  83%

  	
  88%

  	
  92%

  	
  96%

  	
  101%

  	
  105%

  	
  109%

  	
  111%

  	
  111%

  	
  111%

  	
  111%

  	
  110%

  	
  110%

  	
  109%

  	
  109%

  	
  108%

  	
  108%

  
	
   

  	
  102%

  	
  65%

  	
  69%

  	
  73%

  	
  78%

  	
  82%

  	
  86%

  	
  91%

  	
  95%

  	
  99%

  	
  104%

  	
  108%

  	
  109%

  	
  109%

  	
  109%

  	
  108%

  	
  108%

  	
  107%

  	
  107%

  	
  106%

  	
  106%

  	
  106%

  
	
   

  	
  101%

  	
  63%

  	
  68%

  	
  72%

  	
  76%

  	
  81%

  	
  85%

  	
  89%

  	
  93%

  	
  98%

  	
  102%

  	
  106%

  	
  107%

  	
  107%

  	
  106%

  	
  106%

  	
  105%

  	
  105%

  	
  105%

  	
  104%

  	
  104%

  	
  103%

  
	
  Operating

  	
  100%

  	
  62%

  	
  66%

  	
  70%

  	
  75%

  	
  79%

  	
  83%

  	
  88%

  	
  92%

  	
  96%

  	
  101%

  	
  105%

  	
  105%

  	
  104%

  	
  104%

  	
  103%

  	
  103%

  	
  103%

  	
  102%

  	
  102%

  	
  101%

  	
  101%

  
	
  Profit

  	
  99%

  	
  60%

  	
  65%

  	
  69%

  	
  73%

  	
  78%

  	
  82%

  	
  86%

  	
  91%

  	
  95%

  	
  99%

  	
  103%

  	
  102%

  	
  102%

  	
  101%

  	
  101%

  	
  101%

  	
  100%

  	
  100%

  	
  99%

  	
  99%

  	
  99%

  
	
   

  	
  98%

  	
  59%

  	
  63%

  	
  68%

  	
  72%

  	
  76%

  	
  81%

  	
  85%

  	
  89%

  	
  93%

  	
  98%

  	
  100%

  	
  100%

  	
  99%

  	
  99%

  	
  99%

  	
  98%

  	
  98%

  	
  97%

  	
  97%

  	
  97%

  	
  96%

  
	
   

  	
  97%

  	
  58%

  	
  62%

  	
  66%

  	
  70%

  	
  75%

  	
  79%

  	
  83%

  	
  88%

  	
  92%

  	
  95%

  	
  98%

  	
  97%

  	
  97%

  	
  97%

  	
  96%

  	
  96%

  	
  95%

  	
  95%

  	
  95%

  	
  94%

  	
  94%

  
	
   

  	
  96%

  	
  56%

  	
  60%

  	
  65%

  	
  69%

  	
  73%

  	
  78%

  	
  82%

  	
  86%

  	
  91%

  	
  93%

  	
  95%

  	
  95%

  	
  95%

  	
  94%

  	
  94%

  	
  93%

  	
  93%

  	
  93%

  	
  92%

  	
  92%

  	
  91%

  
	
   

  	
  95%

  	
  55%

  	
  59%

  	
  63%

  	
  68%

  	
  72%

  	
  76%

  	
  81%

  	
  85%

  	
  88%

  	
  91%

  	
  93%

  	
  93%

  	
  92%

  	
  92%

  	
  91%

  	
  91%

  	
  91%

  	
  90%

  	
  90%

  	
  89%

  	
  89%

  
	
   

  	
  94%

  	
  53%

  	
  58%

  	
  62%

  	
  66%

  	
  70%

  	
  75%

  	
  79%

  	
  83%

  	
  86%

  	
  88%

  	
  91%

  	
  90%

  	
  90%

  	
  89%

  	
  89%

  	
  89%

  	
  88%

  	
  88%

  	
  87%

  	
  87%

  	
  87%

  
	
   

  	
  93%

  	
  52%

  	
  56%

  	
  60%

  	
  65%

  	
  69%

  	
  73%

  	
  78%

  	
  81%

  	
  83%

  	
  86%

  	
  88%

  	
  88%

  	
  87%

  	
  87%

  	
  87%

  	
  86%

  	
  86%

  	
  85%

  	
  85%

  	
  85%

  	
  84%

  
	
   

  	
  92%

  	
  50%

  	
  55%

  	
  59%

  	
  63%

  	
  68%

  	
  72%

  	
  76%

  	
  79%

  	
  81%

  	
  83%

  	
  86%

  	
  86%

  	
  85%

  	
  85%

  	
  84%

  	
  84%

  	
  83%

  	
  83%

  	
  83%

  	
  82%

  	
  82%

  
	
   

  	
  91%

  	
  49%

  	
  53%

  	
  58%

  	
  62%

  	
  66%

  	
  71%

  	
  74%

  	
  76%

  	
  79%

  	
  81%

  	
  84%

  	
  83%

  	
  83%

  	
  82%

  	
  82%

  	
  82%

  	
  81%

  	
  81%

  	
  80%

  	
  80%

  	
  79%

  
	
   

  	
  90%

  	
  47%

  	
  52%

  	
  56%

  	
  60%

  	
  65%

  	
  69%

  	
  71%

  	
  74%

  	
  76%

  	
  79%

  	
  81%

  	
  81%

  	
  80%

  	
  80%

  	
  80%

  	
  79%

  	
  79%

  	
  78%

  	
  78%

  	
  77%

  	
  77%

  
	
   

  	
  89%

  	
  46%

  	
  50%

  	
  55%

  	
  59%

  	
  63%

  	
  67%

  	
  69%

  	
  71%

  	
  74%

  	
  76%

  	
  79%

  	
  78%

  	
  78%

  	
  78%

  	
  77%

  	
  77%

  	
  76%

  	
  76%

  	
  76%

  	
  75%

  	
  75%

  
	
   

  	
  88%

  	
  45%

  	
  49%

  	
  53%

  	
  58%

  	
  62%

  	
  64%

  	
  67%

  	
  69%

  	
  72%

  	
  74%

  	
  76%

  	
  76%

  	
  76%

  	
  75%

  	
  75%

  	
  74%

  	
  74%

  	
  74%

  	
  73%

  	
  73%

  	
  72%

  
	
   

  	
  87%

  	
  43%

  	
  48%

  	
  52%

  	
  56%

  	
  59%

  	
  62%

  	
  64%

  	
  67%

  	
  69%

  	
  72%

  	
  74%

  	
  74%

  	
  73%

  	
  73%

  	
  72%

  	
  72%

  	
  72%

  	
  71%

  	
  71%

  	
  70%

  	
  70%

  
	
   

  	
  86%

  	
  42%

  	
  46%

  	
  50%

  	
  55%

  	
  57%

  	
  59%

  	
  62%

  	
  64%

  	
  67%

  	
  69%

  	
  72%

  	
  71%

  	
  71%

  	
  70%

  	
  70%

  	
  70%

  	
  69%

  	
  69%

  	
  68%

  	
  68%

  	
  68%

  
	
   

  	
  85%

  	
  40%

  	
  45%

  	
  49%

  	
  52%

  	
  55%

  	
  57%

  	
  59%

  	
  62%

  	
  64%

  	
  67%

  	
  69%

  	
  69%

  	
  68%

  	
  68%

  	
  68%

  	
  67%

  	
  67%

  	
  66%

  	
  66%

  	
  66%

  	
  65%

  
	
   

  	
  84%

  	
  39%

  	
  43%

  	
  47%

  	
  50%

  	
  52%

  	
  55%

  	
  57%

  	
  60%

  	
  62%

  	
  64%

  	
  67%

  	
  66%

  	
  66%

  	
  66%

  	
  65%

  	
  65%

  	
  64%

  	
  64%

  	
  64%

  	
  63%

  	
  63%

  
	
   

  	
  83%

  	
  37%

  	
  42%

  	
  45%

  	
  47%

  	
  50%

  	
  52%

  	
  55%

  	
  57%

  	
  60%

  	
  62%

  	
  64%

  	
  64%

  	
  64%

  	
  63%

  	
  63%

  	
  62%

  	
  62%

  	
  62%

  	
  61%

  	
  61%

  	
  60%

  
	
   

  	
  82%

  	
  36%

  	
  40%

  	
  43%

  	
  45%

  	
  47%

  	
  50%

  	
  52%

  	
  55%

  	
  57%

  	
  60%

  	
  62%

  	
  62%

  	
  61%

  	
  61%

  	
  60%

  	
  60%

  	
  60%

  	
  59%

  	
  59%

  	
  58%

  	
  58%

  
	
   

  	
  81%

  	
  35%

  	
  38%

  	
  40%

  	
  43%

  	
  45%

  	
  48%

  	
  50%

  	
  52%

  	
  55%

  	
  57%

  	
  60%

  	
  59%

  	
  59%

  	
  58%

  	
  58%

  	
  58%

  	
  57%

  	
  57%

  	
  56%

  	
  56%

  	
  56%

  
	
   

  	
  80%

  	
  33%

  	
  35%

  	
  38%

  	
  40%

  	
  43%

  	
  45%

  	
  48%

  	
  50%

  	
  52%

  	
  55%

  	
  57%

  	
  57%

  	
  57%

  	
  56%

  	
  56%

  	
  55%

  	
  55%

  	
  54%

  	
  54%

  	
  54%

  	
  53%

  
	
   

  	
  79%

  	
  31%

  	
  33%

  	
  35%

  	
  38%

  	
  40%

  	
  43%

  	
  45%

  	
  48%

  	
  50%

  	
  53%

  	
  55%

  	
  55%

  	
  54%

  	
  54%

  	
  53%

  	
  53%

  	
  52%

  	
  52%

  	
  52%

  	
  51%

  	
  51%

  
	
   

  	
  78%

  	
  28%

  	
  31%

  	
  33%

  	
  35%

  	
  38%

  	
  40%

  	
  43%

  	
  45%

  	
  48%

  	
  50%

  	
  53%

  	
  52%

  	
  52%

  	
  51%

  	
  51%

  	
  51%

  	
  50%

  	
  50%

  	
  49%

  	
  49%

  	
  48%

  
	
   

  	
  77%

  	
  26%

  	
  28%

  	
  31%

  	
  33%

  	
  36%

  	
  38%

  	
  40%

  	
  43%

  	
  45%

  	
  48%

  	
  50%

  	
  50%

  	
  49%

  	
  49%

  	
  49%

  	
  48%

  	
  48%

  	
  47%

  	
  47%

  	
  47%

  	
  46%

  
	
   

  	
  76%

  	
  23%

  	
  26%

  	
  28%

  	
  31%

  	
  33%

  	
  36%

  	
  38%

  	
  40%

  	
  43%

  	
  45%

  	
  48%

  	
  47%

  	
  47%

  	
  47%

  	
  46%

  	
  46%

  	
  45%

  	
  45%

  	
  45%

  	
  44%

  	
  44%

  
	
   

  	
  75%

  	
  21%

  	
  23%

  	
  26%

  	
  28%

  	
  31%

  	
  33%

  	
  36%

  	
  38%

  	
  41%

  	
  43%

  	
  45%

  	
  45%

  	
  45%

  	
  44%

  	
  44%

  	
  43%

  	
  43%

  	
  43%

  	
  42%

  	
  42%

  	
  41%

  
	
   

  	
   

  	
  90%

  	
  91%

  	
  92%

  	
  93%

  	
  94%

  	
  95%

  	
  96%

  	
  97%

  	
  98%

  	
  99%

  	
  100%

  	
  101%

  	
  102%

  	
  103%

  	
  104%

  	
  105%

  	
  106%

  	
  107%

  	
  108%

  	
  109%

  	
  110%

  



Revenue


 

















 


	
   

  	
   

  	
  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 whole share) 

   

  ·      The
  maximum number of Performance Shares that may be credited as an Actual Award
  is 115% 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 21% 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 up to the next whole share 

   

  See below for examples of the Actual Award
  determination process

  
	
   

  	
   

  	
   

  
	
  Actual
  Award Determination Examples

  	
   

  	
  Assume: 

  ·        Maximum
  Award of 2,875 Performance Shares 

  ·        Target
  Award of 2,500 Performance Shares 

  



 




	
  Example
  1

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2009 Adjusted
  Revenue Achievement:

  102% of AOP

  	
   

  	
  2009 Adjusted
  Non-GAAP Operating Profit Achievement:

  103% of AOP

  
	
   

  Performance Share Percentage According to Matrix: 111%

   

  Performance Shares Credited
  as Actual Award:

   

  2,500 Target

  X

  111%

  =

  2,775
  Performance Shares

  






 




	
  Example
  2

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2009 Adjusted
  Revenue Achievement:

  99% of AOP

  	
   

  	
  2009 Adjusted
  Non-GAAP Operating Profit:

  96% of AOP

  
	
   

  Performance
  Share Percentage According to Matrix: 93%

   

  Performance
  Shares Credited as Actual Award:

   

  2,500 Target

  X

  93%

  =

  2,325
  Performance Shares