BE PAID TO PARTICIPANTS.
THE FORMULA
OR MATRIX MAY DIFFER FROM PARTICIPANT TO PARTICIPANT.
(R)
"PERFORMANCE GOAL" MEANS A COVERED EMPLOYEE PERFORMANCE GOAL OR
AN OTHER PARTICIPANT PERFORMANCE GOAL, AS THE CASE MAY BE.
(S)
"PERFORMANCE PERIOD" MEANS ANY FISCAL YEAR OR OTHER PERIOD
DETERMINED BY THE COMMITTEE PURSUANT TO SECTION 3.2(A) OVER WHICH ACHIEVEMENT OF
PERFORMANCE GOALS WILL BE MEASURED.
A PERFORMANCE PERIOD MAY BE A ONE-YEAR
PERIOD OR ANY LONGER OR SHORTER PERIOD, AND MAY DIFFER FROM PARTICIPANT TO
PARTICIPANT AND FROM AWARD TO AWARD.
(T)
"RETIREMENT" MEANS THE VOLUNTARY RETIREMENT OF A PARTICIPANT
PURSUANT TO THE TERMS OF ANY RETIREMENT PLAN OF THE COMPANY.
(U)
"SHARES" MEANS SHARES OF THE COMPANY'S COMMON STOCK.
(V)
"TERMINATION OF SERVICE" MEANS A CESSATION OF THE
EMPLOYEE-EMPLOYER RELATIONSHIP BETWEEN AN ELIGIBLE EMPLOYEE AND THE COMPANY FOR
ANY REASON, INCLUDING, WITHOUT LIMITATION, A TERMINATION BY RESIGNATION,
DISCHARGE, DEATH, DISABILITY, RETIREMENT, OR THE SALE OF ANY SUBSIDIARY OR OTHER
AFFILIATE OF THE COMPANY OR THE SALE OF A BUSINESS UNIT OR DIVISION OF THE
COMPANY, BUT EXCLUDING ANY SUCH TERMINATION WHERE THERE IS A SIMULTANEOUS
REEMPLOYMENT BY THE COMPANY OR ANY SUBSIDIARY OR OTHER AFFILIATE OF THE COMPANY.
3
2.2
FINANCIAL AND ACCOUNTING TERMS.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED OR UNLESS THE CONTEXT OTHERWISE REQUIRES, FINANCIAL AND ACCOUNTING
TERMS (INCLUDING, WITHOUT LIMITATION, TERMS CONTAINED IN THE DEFINITION OF
"COVERED EMPLOYEE PERFORMANCE GOALS" SET FORTH IN SECTION 2.1 AND IN SECTION
3.2(C)) ARE USED AS DEFINED FOR PURPOSES OF, AND SHALL BE DETERMINED IN
ACCORDANCE WITH, GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES
AND DERIVED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY PREPARED
IN THE ORDINARY COURSE OF BUSINESS AND FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
SECTION 3.
SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS
3.1
SELECTION OF PARTICIPANTS.
THE COMMITTEE, IN ITS SOLE DISCRETION,
WILL SELECT THE ELIGIBLE EMPLOYEES OF THE COMPANY WHO WILL BE PARTICIPANTS FOR
ANY PERFORMANCE PERIOD.
PARTICIPATION IN THIS PLAN IS IN THE SOLE DISCRETION OF
THE COMMITTEE, AND ON A PERFORMANCE PERIOD BY PERFORMANCE PERIOD BASIS.
ACCORDINGLY, AN ELIGIBLE EMPLOYEE WHO IS A PARTICIPANT FOR A GIVEN PERFORMANCE
PERIOD IS IN NO WAY GUARANTEED OR ASSURED OF BEING SELECTED FOR PARTICIPATION IN
ANY SUBSEQUENT PERFORMANCE PERIOD.
3.2
DETERMINATION OF PERFORMANCE PERIOD AND PERFORMANCE GOALS.
(A)
THE COMMITTEE, IN ITS SOLE DISCRETION, WILL DETERMINE THE
PERFORMANCE PERIOD APPLICABLE TO AWARDS MADE TO PARTICIPANTS UNDER THIS PLAN.
(B)
THE COMMITTEE, IN ITS SOLE DISCRETION, WILL ESTABLISH THE
PERFORMANCE GOALS FOR EACH PARTICIPANT FOR EACH PERFORMANCE PERIOD.
SUCH
PERFORMANCE GOALS WILL BE SET FORTH IN WRITING.
(C)
THE COMMITTEE, IN ITS SOLE DISCRETION, MAY SPECIFY THAT THE
ACHIEVEMENT OF THE PERFORMANCE GOALS WILL BE DETERMINED WITHOUT REGARD TO THE
NEGATIVE OR POSITIVE EFFECT OF CERTAIN EVENTS, INCLUDING, WITHOUT LIMITATION,
ANY OF THE FOLLOWING:
(I) CHARGES FOR EXTRAORDINARY ITEMS AND OTHER UNUSUAL OR
NON-RECURRING ITEMS OF LOSS OR GAIN; (II) ASSET IMPAIRMENTS; (III) LITIGATION OR
CLAIM JUDGMENTS OR SETTLEMENTS; (IV) CHANGES IN THE CODE OR TAX RATES;
(V)