A "PERFORMANCE MEASURE"), SUBJECT TO
THE FOLLOWING:
(A)
PERFORMANCE MEASURES.
PERFORMANCE MEASURES
SHALL HAVE THE SAME MEANINGS AS USED IN THE COMPANY'S FINANCIAL STATEMENTS, OR,
IF SUCH TERMS ARE NOT USED IN THE COMPANY'S FINANCIAL STATEMENTS, THEY SHALL
HAVE THE MEANING APPLIED PURSUANT TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
OR AS USED GENERALLY IN THE COMPANY'S INDUSTRY.
PERFORMANCE MEASURES SHALL BE
CALCULATED WITH RESPECT TO THE COMPANY AND EACH SUBSIDIARY CORPORATION
CONSOLIDATED THEREWITH FOR FINANCIAL REPORTING PURPOSES OR SUCH DIVISION OR
OTHER BUSINESS UNIT AS MAY BE SELECTED BY THE COMMITTEE.
FOR PURPOSES OF THE
PLAN, THE PERFORMANCE MEASURES APPLICABLE TO A PERFORMANCE AWARD SHALL BE
CALCULATED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, BUT
PRIOR TO THE ACCRUAL OR PAYMENT OF ANY PERFORMANCE AWARD FOR THE SAME
PERFORMANCE PERIOD AND EXCLUDING THE EFFECT (WHETHER POSITIVE OR NEGATIVE) OF
ANY CHANGE IN ACCOUNTING STANDARDS OR ANY EXTRAORDINARY, UNUSUAL OR NONRECURRING
ITEM, AS DETERMINED BY THE
15
COMMITTEE, OCCURRING AFTER THE ESTABLISHMENT OF THE PERFORMANCE GOALS APPLICABLE
TO THE PERFORMANCE AWARD.
PERFORMANCE MEASURES MAY BE ONE OR MORE OF THE
FOLLOWING, AS DETERMINED BY THE COMMITTEE:
(I)
GROWTH IN REVENUE;
(II)
GROWTH IN THE MARKET PRICE OF THE STOCK;
(III)
OPERATING MARGIN;
(IV)
GROSS MARGIN;
(V)
OPERATING INCOME;
(VI)
PRE-TAX PROFIT;
(VII)
EARNINGS BEFORE INTEREST, TAXES AND
DEPRECIATION;
(VIII)
NET INCOME;
(IX)
TOTAL RETURN ON SHARES OF STOCK RELATIVE TO
THE INCREASE IN AN APPROPRIATE INDEX AS MAY BE SELECTED BY THE COMMITTEE;
(X)
EARNINGS PER SHARE;
(XI)
RETURN ON STOCKHOLDER EQUITY;
(XII)
RETURN ON NET ASSETS;
(XIII)
EXPENSES;
(XIV)
RETURN ON CAPITAL;
(XV)
ECONOMIC VALUE ADDED;
(XVI)
MARKET SHARE; AND
(XVII)
CASH FLOW, AS INDICATED BY BOOK EARNINGS BEFORE
INTEREST, TAXES, DEPRECIATION AND AMORTIZATION.
(B)
PERFORMANCE TARGETS.
PERFORMANCE TARGETS
MAY INCLUDE A MINIMUM, MAXIMUM, TARGET LEVEL AND INTERMEDIATE LEVELS OF
PERFORMANCE, WITH THE FINAL VALUE OF A PERFORMANCE AWARD DETERMINED UNDER THE
APPLICABLE PERFORMANCE AWARD FORMULA BY THE LEVEL ATTAINED DURING THE APPLICABLE
PERFORMANCE PERIOD.
A PERFORMANCE TARGET MAY BE STATED AS AN ABSOLUTE VALUE OR
AS A VALUE DETERMINED RELATIVE TO A STANDARD SELECTED BY THE COMMITTEE.
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9.5
SETTLEMENT OF PERFORMANCE AWARDS.
(A)
DETERMINATION OF FINAL VALUE.
AS SOON AS
PRACTICABLE FOLLOWING THE COMPLETION OF THE PERFORMANCE PERIOD APPLICABLE TO A
PERFORMANCE AWARD, THE COMMITTEE SHALL CERTIFY IN WRITING THE EXTENT TO WHICH
THE APPLICABLE PERFORMANCE GOALS HAVE BEEN ATTAINED AND THE RESULTING FINAL
VALUE OF THE AWARD EARNED BY THE PARTICIPANT AND TO BE PAID UPON ITS SETTLEMENT
IN ACCORDANCE WITH THE APPLICABLE PERFORMANCE AWARD FORMULA.
(B)
DISCRETIONARY ADJUSTMENT OF AWARD FORMULA.
IN ITS DISCRETION, THE COMMITTEE MAY, EITHER AT THE TIME IT GRANTS A PERFORMANCE
AWARD OR AT ANY TIME THEREAFTER, PROVIDE FOR THE POSITIVE OR NEGATIVE ADJUSTMENT
OF THE PERFORMANCE AWARD FORMULA APPLICABLE TO A PERFORMANCE AWARD GRANTED TO
ANY PARTICIPANT WHO IS NOT A "COVERED EMPLOYEE" WITHIN THE MEANING OF
SECTION 162(M) (A "COVERED EMPLOYEE") TO REFLECT SUCH PARTICIPANT'S INDIVIDUAL
PERFORMANCE IN HIS OR HER POSITION WITH THE COMPANY OR SUCH OTHER FACTORS