THE
CODE, OR ANY SUCCESSOR PROVISION THERETO, AND THE REGULATIONS THEREUNDER
("SECTION 409A"), THE COMMITTEE MAY AT ANY TIME PROVIDE THAT ANY AWARD SHALL
BECOME IMMEDIATELY EXERCISABLE IN FULL OR IN PART, FREE OF SOME OR ALL
RESTRICTIONS OR CONDITIONS, OR OTHERWISE REALIZABLE IN FULL OR IN PART, AS THE
CASE MAY BE.
(I)
PERFORMANCE AWARDS.
(1)
GRANTS. RESTRICTED STOCK AWARDS AND OTHER
STOCK-BASED AWARDS UNDER THE PLAN MAY BE MADE SUBJECT TO THE ACHIEVEMENT OF
PERFORMANCE GOALS PURSUANT TO THIS SECTION 10(I) ("PERFORMANCE AWARDS"), SUBJECT
TO THE LIMIT IN SECTION 4(B) ON THE MAXIMUM NUMBER OF SHARES COVERED BY SUCH
AWARDS.
(2)
COMMITTEE. GRANTS OF PERFORMANCE AWARDS
("PERFORMANCE-BASED COMPENSATION") TO ANY COVERED EMPLOYEE (AS DEFINED BELOW)
INTENDED TO QUALIFY AS "PERFORMANCE-BASED COMPENSATION" UNDER
SECTION 162(M) SHALL BE MADE ONLY BY THE COMMITTEE. "COVERED EMPLOYEE" SHALL
MEAN ANY PERSON WHO IS, OR WHOM THE COMMITTEE, IN ITS DISCRETION, DETERMINES MAY
BE, A "COVERED EMPLOYEE" UNDER SECTION 162(M)(3) OF THE CODE.
(3)
PERFORMANCE MEASURES. FOR ANY AWARD THAT IS
INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION, THE COMMITTEE SHALL
SPECIFY THAT THE PAYMENT OF SUCH COMPENSATION SHALL BE SUBJECT TO THE
ACHIEVEMENT OF ONE OR MORE OBJECTIVE PERFORMANCE MEASURES PREESTABLISHED BY THE
COMMITTEE, WHICH SHALL BE OBJECTIVE AND SHALL MEET THE REQUIREMENTS OF
SECTION 162(M), INCLUDING THE REQUIREMENT THAT THE LEVELS OF PERFORMANCE
11
TARGETED BY THE COMMITTEE RESULT IN THE ACHIEVEMENT OF PERFORMANCE GOALS BEING
"SUBSTANTIALLY UNCERTAIN."
ONE OR MORE OF THE FOLLOWING BUSINESS CRITERIA FOR
THE COMPANY, ON A CONSOLIDATED BASIS, AND/OR FOR ANY PRESENT OR FUTURE PARENT OR
SUBSIDIARY OF THE COMPANY, OR FOR BUSINESS OR GEOGRAPHICAL UNITS OF THE COMPANY
AND/OR ANY PRESENT OR FUTURE PARENT OR SUBSIDIARY OF THE COMPANY (EXCEPT WITH
RESPECT TO THE TOTAL SHAREHOLDER RETURN AND EARNINGS PER SHARE CRITERIA), SHALL
BE USED BY THE COMMITTEE IN ESTABLISHING PERFORMANCE GOALS FOR SUCH PERFORMANCE
AWARDS: (I) EARNINGS PER SHARE; (II) REVENUES OR MARGINS; (III) CASH FLOW;
(IV) OPERATING MARGIN; (V) RETURN ON THE NET ASSETS, INVESTMENT, CAPITAL, OR
EQUITY; (VI) ECONOMIC VALUE ADDED; (VII) DIRECT CONTRIBUTION; (VIII) NET INCOME;
PRETAX EARNINGS; EARNINGS BEFORE INTEREST AND TAXES; EARNINGS BEFORE INTEREST,
TAXES, DEPRECIATION AND AMORTIZATION; EARNINGS AFTER INTEREST EXPENSE AND BEFORE
EXTRAORDINARY OR SPECIAL ITEMS; OPERATING INCOME; INCOME BEFORE INTEREST INCOME
OR EXPENSE, UNUSUAL ITEMS AND INCOME TAXES, LOCAL, STATE OR FEDERAL AND
EXCLUDING BUDGETED AND ACTUAL BONUSES WHICH MIGHT BE PAID UNDER ANY ONGOING
BONUS PLANS OF THE COMPANY; (IX) WORKING CAPITAL; (X) MANAGEMENT OF FIXED COSTS
OR VARIABLE COSTS; (XI) IDENTIFICATION OR CONSUMMATION OF INVESTMENT
OPPORTUNITIES OR COMPLETION OF SPECIFIED PROJECTS IN ACCORDANCE WITH CORPORATE
BUSINESS PLANS, INCLUDING STRATEGIC MERGERS, ACQUISITIONS OR DIVESTITURES; (XII)
TOTAL SHAREHOLDER RETURN; AND (XIII) DEBT REDUCTION.
ANY OF THE ABOVE GOALS MAY
BE DETERMINED ON AN ABSOLUTE OR RELATIVE BASIS OR AS COMPARED TO THE PERFORMANCE
OF A PUBLISHED OR SPECIAL INDEX DEEMED APPLICABLE BY THE COMMITTEE INCLUDING,
BUT NOT LIMITED TO, THE STANDARD & POOR'S 500 STOCK INDEX OR A GROUP OF
COMPANIES THAT ARE COMPARABLE TO THE