with respect to any Performance
Period but on or prior to the date that is twelve months prior to the end of
such Performance Period, the Committee may elect to include such individual as a
Grantee for such Performance Period on or prior to the date that is twelve
months prior to the end of such Performance Period and such Grantee will receive
an Award based on the Award Valuation Schedule previously established for such
class of Grantees, provided that any payment with respect to any such Award
attributable to such Grantee shall be prorated for the number of months of
actual participation over the total number of months in such Performance Period.
IV.
AWARDS
A.
EACH PROGRAM SHALL BE SUBJECT TO THE LIMITATIONS AND TERMS
PROVIDED IN THESE OPERATING GUIDELINES.
A NEW PROGRAM MAY COMMENCE AS
DETERMINED BY THE COMMITTEE AT THE BEGINNING OF ANY FISCAL YEAR OR AS OF SUCH
OTHER DATE AS MAY BE DETERMINED BY THE COMMITTEE.
B.
THE AWARD VALUATION SCHEDULE SHALL BE ESTABLISHED BY THE COMMITTEE
AS OF THE DETERMINATION DATE FOR EACH PERFORMANCE PERIOD.
GRANTEES WILL BE
NOTIFIED OF THEIR INDIVIDUAL TARGET INCENTIVE PERCENTAGES AND THE RELEVANT
PERFORMANCE GOALS AND PERFORMANCE TARGETS ON OR AS SOON AS PRACTICABLE FOLLOWING
THE DETERMINATION DATE FOR SUCH PERFORMANCE PERIOD.
C.
AWARDS MADE FOR ANY PROGRAM AND THE COMPANY-RELATED PERFORMANCE
CRITERIA TAKEN INTO ACCOUNT IN MEASURING ATTAINMENT OF SUCH CRITERIA SHALL BE
SUBJECT TO ADJUSTMENT BY THE COMMITTEE UNDER THE SAME CIRCUMSTANCES AS ARE SET
FORTH IN SECTION 17.1 OF THE COMPANY'S AMENDED AND RESTATED 2004 STOCK INCENTIVE
PLAN (AS IT MAY BE AMENDED AND/OR AMENDED AND RESTATED FROM TIME TO TIME, THE
"2004 STOCK INCENTIVE PLAN").
IN ADDITION, THE COMMITTEE MAY DETERMINE IN ITS
REASONABLE GOOD FAITH DISCRETION THAT EQUITABLE ADJUSTMENTS SHOULD BE MADE WITH
RESPECT TO PERFORMANCE TARGETS OR TO THE METHOD OF CALCULATING WHETHER SUCH
PERFORMANCE TARGETS HAVE BEEN ATTAINED (INCLUDING ANY SUCH ADJUSTMENTS AS MAY BE
APPROPRIATE TO AVOID A WINDFALL PAYMENT OR UNDUE PENALTY, OR TO MAKE COMPARISONS
OF THE COMPANY'S PERFORMANCE AGAINST THE PERFORMANCE OF PEER
8
COMPANIES VALID), OR BOTH, IN THE EVENT OF EXTRAORDINARY EVENTS OR OCCURRENCES
OF ANY NATURE, INCLUDING, INCLUDING, BUT NOT LIMITED TO:
(1)
ASSET WRITE-DOWNS;
(2)
LITIGATION, CLAIMS, JUDGMENTS OR SETTLEMENTS;
(3)
THE EFFECT OF CHANGES IN TAX LAWS, ACCOUNTING PRINCIPLES, OR OTHER
LAWS OR PROVISIONS AFFECTING REPORTED RESULTS;
(4)
ANY REORGANIZATION AND RESTRUCTURING PROGRAMS, EXTRAORDINARY
NONRECURRING ITEMS AS DESCRIBED IN ACCOUNTING PRINCIPLES BOARD OPINION NO. 30;
(5)
ACQUISITIONS, DIVESTITURES, JOINT VENTURES, OR ALLIANCES;
(6)
FOREIGN EXCHANGE GAINS AND LOSSES;
(7)
DIFFERENCES, OR CHANGES, IN PEER GROUP REPORTING PRACTICES WITH
RESPECT TO ANY PERFORMANCE TARGET DURING A PERFORMANCE PERIOD THAT ARE NECESSARY
TO MAKE COMPARISONS WITH THE COMPANY'S PERFORMANCE WITH RESPECT TO SUCH TARGET
COMPARABLE;
(8)
AN EXTERNAL CALAMITOUS EVENT, SUCH AS A NATURAL DISASTER OR
TERRORIST ATTACK, WHICH HAS A SIGNIFICANT EFFECT ON THE COMPANY;
(9)
ANY OTHER EXTRAORDINARY OR UNEXPECTED OCCURRENCE OR EVENT THAT THE
COMMITTEE IN ITS SOLE DISCRETION DETERMINES TO