OTHER AWARDS (OR A COMBINATION THEREOF)
WHICH MAY BE EARNED UPON ACHIEVEMENT OR SATISFACTION OF PERFORMANCE CONDITIONS
SPECIFIED BY THE BOARD.
IN ADDITION, THE BOARD MAY SPECIFY THAT ANY OTHER AWARD
SHALL CONSTITUTE A PERFORMANCE AWARD BY CONDITIONING THE VESTING OR SETTLEMENT
OF THE AWARD UPON THE ACHIEVEMENT OR SATISFACTION OF SUCH
10
PERFORMANCE CONDITIONS AS MAY BE SPECIFIED BY THE BOARD.
SUBJECT TO
SECTION 10(B), THE BOARD MAY USE SUCH BUSINESS CRITERIA OR OTHER MEASURES OF
PERFORMANCE AS IT MAY DEEM APPROPRIATE IN ESTABLISHING THE RELEVANT PERFORMANCE
CONDITIONS AND MAY, IN ITS DISCRETION, ADJUST SUCH CRITERIA FROM TIME TO TIME.
(B)
QUALIFIED PERFORMANCE-BASED COMPENSATION UNDER SECTION 162(M).
PERFORMANCE
AWARDS INTENDED TO CONSTITUTE "QUALIFIED PERFORMANCE-BASED COMPENSATION" UNDER
SECTION 162(M) OF THE CODE WILL BE GRANTED BY THE COMMITTEE AND WILL BE SUBJECT
TO THE TERMS OF THIS SECTION 10(B).
(I)
SPECIFIED BUSINESS CRITERIA.
THE GRANT, VESTING AND/OR
SETTLEMENT OF A PERFORMANCE AWARD SUBJECT TO THIS SECTION 10(B) WILL BE
CONTINGENT UPON ACHIEVEMENT OF ONE OR MORE OF THE FOLLOWING BUSINESS CRITERIA
(SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH SECTION 10(B)(II), BELOW):
(A)
THE ATTAINMENT OF CERTAIN TARGET LEVELS OF, OR A SPECIFIED
PERCENTAGE INCREASE IN: REVENUES, INCOME BEFORE TAXES AND EXTRAORDINARY ITEMS,
NET INCOME, OPERATING INCOME, EARNINGS BEFORE INCOME TAX, EARNINGS BEFORE
INTEREST, TAXES, DEPRECIATION AND AMORTIZATION, EARNING PER SHARE, AFTER-TAX OR
PRE-TAX PROFITS, OPERATIONAL CASH FLOW, RETURN ON CAPITAL EMPLOYED OR RETURNED
ON INVESTED CAPITAL, AFTER-TAX OR PRE-TAX RETURN ON STOCKHOLDERS' EQUITY, THE
PRICE OF THE COMPANY'S COMMON STOCK OR A COMBINATION OF THE FOREGOING;
(B)
THE ACHIEVEMENT OF A CERTAIN LEVEL OF, REDUCTION OF, OR OTHER
SPECIFIED OBJECTIVES WITH REGARD TO LIMITING THE LEVEL OF INCREASE IN, THE
COMPANY'S BANK DEBT OR OTHER PUBLIC OR PRIVATE DEBT OR FINANCIAL OBLIGATIONS;
(C)
THE ATTAINMENT OF A CERTAIN LEVEL OF, REDUCTION OF, OR OTHER
SPECIFIED OBJECTIVES WITH REGARD TO LIMITING THE LEVEL IN OR INCREASE IN ALL OR
A PORTION OF CONTROLLABLE EXPENSES OR COSTS OR OTHER EXPENSES OR COSTS; AND/OR
(D)
ANY OTHER OBJECTIVE BUSINESS CRITERIA THAT WOULD NOT CAUSE AN AWARD
TO FAIL TO CONSTITUTE "QUALIFIED PERFORMANCE-BASED COMPENSATION" UNDER
SECTION 162(M) OF THE CODE.
PERFORMANCE GOALS MAY BE ESTABLISHED ON A COMPANY-WIDE BASIS OR WITH RESPECT TO
ONE OR MORE BUSINESS UNITS, DIVISIONS, AFFILIATES, OR PRODUCTS; AND IN EITHER
ABSOLUTE TERMS OR RELATIVE TO THE PERFORMANCE OF ONE OR MORE COMPARABLE
COMPANIES OR AN INDEX COVERING MULTIPLE COMPANIES.
THE PERFORMANCE GOALS FOR A
PARTICULAR PERFORMANCE PERIOD NEED NOT BE THE SAME FOR ALL PARTICIPANTS.
(II)
ADJUSTMENTS TO PERFORMANCE GOALS.
THE COMMITTEE MAY PROVIDE, AT
THE TIME PERFORMANCE GOALS ARE ESTABLISHED IN ACCORDANCE WITH SECTION 10(B)(I)
THAT ADJUSTMENTS WILL BE MADE TO THOSE PERFORMANCE GOALS TO TAKE INTO ACCOUNT,
IN ANY OBJECTIVE MANNER SPECIFIED BY THE COMMITTEE, THE IMPACT OF ONE OR MORE OF
THE FOLLOWING: (A) GAIN OR LOSS FROM ALL OR CERTAIN CLAIMS AND/OR LITIGATION AND
INSURANCE RECOVERIES, (B) THE IMPAIRMENT OF TANGIBLE OR INTANGIBLE ASSETS,
(C) STOCK-BASED COMPENSATION EXPENSE, (D) EXTRAORDINARY, UNUSUAL OR INFREQUENTLY
OCCURRING EVENTS