PROVISION OF
THE PLAN, IF THE COMMITTEE DETERMINES AT THE TIME A RESTRICTED STOCK AWARD, A
RESTRICTED STOCK UNIT AWARD, A PERFORMANCE AWARD OR AN OTHER SHARE-BASED AWARD
IS GRANTED TO A PARTICIPANT WHO IS, OR IS LIKELY TO BE, AS OF THE END OF THE TAX
YEAR IN WHICH THE COMPANY WOULD CLAIM A TAX DEDUCTION IN CONNECTION WITH SUCH
AWARD, A COVERED EMPLOYEE, THEN THE COMMITTEE MAY PROVIDE THAT THIS ARTICLE 10
IS APPLICABLE TO SUCH AWARD.
10.2.
PERFORMANCE CRITERIA.
IF THE COMMITTEE DETERMINES THAT A
RESTRICTED STOCK AWARD, A RESTRICTED STOCK UNIT, A PERFORMANCE AWARD OR AN OTHER
SHARE-BASED AWARD IS INTENDED TO BE SUBJECT TO THIS ARTICLE 10, THE LAPSING OF
RESTRICTIONS THEREON AND THE DISTRIBUTION OF CASH, SHARES OR OTHER PROPERTY
PURSUANT THERETO, AS APPLICABLE, SHALL BE SUBJECT TO THE ACHIEVEMENT OF ONE OR
MORE OBJECTIVE PERFORMANCE GOALS ESTABLISHED BY THE COMMITTEE, WHICH SHALL BE
BASED ON THE ATTAINMENT OF SPECIFIED LEVELS OF ONE OR ANY COMBINATION OF THE
FOLLOWING: NET SALES; REVENUE; REVENUE GROWTH OR PRODUCT REVENUE GROWTH;
OPERATING INCOME (BEFORE OR AFTER TAXES); PRE- OR AFTER-TAX INCOME (BEFORE OR
AFTER ALLOCATION OF CORPORATE OVERHEAD AND BONUS); EARNINGS PER SHARE; NET
INCOME (BEFORE OR AFTER TAXES); RETURN ON EQUITY; TOTAL STOCKHOLDER RETURN;
RETURN ON ASSETS OR NET ASSETS; APPRECIATION IN AND/OR MAINTENANCE OF THE PRICE
OF THE SHARES OR ANY OTHER PUBLICLY TRADED SECURITIES OF THE COMPANY; MARKET
SHARE; GROSS PROFITS; EARNINGS (INCLUDING EARNINGS BEFORE TAXES, EARNINGS BEFORE
INTEREST AND TAXES OR EARNINGS BEFORE INTEREST, TAXES, AIRCRAFT RENT,
DEPRECIATION AND AMORTIZATION); ECONOMIC VALUE-ADDED MODELS OR EQUIVALENT
METRICS; COMPARISONS WITH VARIOUS STOCK MARKET INDICES; REDUCTIONS IN COSTS;
CASH FLOW OR CASH FLOW PER SHARE (BEFORE OR AFTER DIVIDENDS); RETURN ON CAPITAL
(INCLUDING RETURN ON TOTAL CAPITAL OR RETURN ON INVESTED CAPITAL); CASH FLOW
RETURN ON INVESTMENT; IMPROVEMENT IN OR ATTAINMENT OF EXPENSE LEVELS OR WORKING
CAPITAL LEVELS; OPERATING MARGINS, GROSS MARGINS OR CASH MARGIN; YEAR-END CASH;
DEBT REDUCTIONS; STOCKHOLDER EQUITY; MARKET SHARE; REGULATORY ACHIEVEMENTS; AND
IMPLEMENTATION, COMPLETION OR ATTAINMENT OF MEASURABLE OBJECTIVES WITH RESPECT
TO RESEARCH, DEVELOPMENT, PRODUCTS OR PROJECTS, PRODUCTION VOLUME LEVELS,
ACQUISITIONS AND DIVESTITURES AND RECRUITING AND MAINTAINING PERSONNEL.
SUCH
PERFORMANCE GOALS ALSO MAY BE BASED SOLELY BY REFERENCE TO THE COMPANY'S
PERFORMANCE OR THE PERFORMANCE OF A SUBSIDIARY, DIVISION, BUSINESS SEGMENT OR
BUSINESS UNIT OF THE COMPANY, OR BASED UPON THE RELATIVE PERFORMANCE OF OTHER
COMPANIES OR UPON COMPARISONS OF ANY OF THE INDICATORS OF PERFORMANCE RELATIVE
TO OTHER COMPANIES.
THE COMMITTEE MAY ALSO EXCLUDE CHARGES RELATED TO AN EVENT
OR OCCURRENCE WHICH THE COMMITTEE DETERMINES SHOULD APPROPRIATELY BE EXCLUDED,
INCLUDING (A) RESTRUCTURINGS, DISCONTINUED OPERATIONS, EXTRAORDINARY ITEMS, AND
OTHER UNUSUAL OR NON-RECURRING CHARGES, (B) AN EVENT EITHER NOT DIRECTLY RELATED
TO THE OPERATIONS OF THE COMPANY OR NOT WITHIN THE REASONABLE CONTROL OF THE
COMPANY'S MANAGEMENT, OR (C) THE CUMULATIVE EFFECTS OF TAX OR ACCOUNTING CHANGES
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
SUCH
PERFORMANCE GOALS SHALL BE SET BY THE COMMITTEE WITHIN THE TIME PERIOD
PRESCRIBED BY, AND SHALL OTHERWISE