COMMITTEE IN ITS SOLE DISCRETION AND ITS
DETERMINATION SHALL BE CONCLUSIVE AND BINDING.
SECTION 13.
CODE SECTION 162(M) PROVISIONS.
(A)
NOTWITHSTANDING ANY OTHER PROVISION OF THE PLAN, IF THE COMMITTEE
DETERMINES AT THE TIME RESTRICTED STOCK, A PERFORMANCE AWARD OR AN OTHER STOCK
UNIT AWARD IS GRANTED TO A PARTICIPANT WHO IS THEN AN OFFICER THAT SUCH
PARTICIPANT 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 SECTION 13 IS APPLICABLE TO
SUCH AWARD.
(B)
IF RESTRICTED STOCK, A PERFORMANCE AWARD OR AN OTHER STOCK UNIT AWARD IS
SUBJECT TO THIS SECTION 13, THEN 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:
REVENUE, PROFIT OR
CASH GENERATION TARGETS ON AN ABSOLUTE AND PER SHARE BASIS (INCLUDING, BUT NOT
LIMITED TO, (1) EARNINGS BEFORE INTEREST AND TAXES, (2) EARNINGS BEFORE
INTEREST, TAXES DEPRECIATION AND AMORTIZATION, (3) OPERATING INCOME, (4)
EARNINGS PER SHARE, (5) CASH FLOW, (6) GROSS MARGIN PERCENT AND (7) OPERATING
INCOME AS A PERCENT OF SALES), MARKET SHARE TARGETS, PROFITABILITY TARGETS AS
MEASURED THROUGH RETURN RATIOS, SUCH AS RETURN ON AVERAGE EQUITY, RETURN ON NET
ASSETS EMPLOYED, RETURN ON CAPITAL EMPLOYED AND TOTAL SHAREHOLDER RETURNS.
SUCH
PERFORMANCE GOALS ALSO MAY BE BASED ON THE ACHIEVEMENT OF SPECIFIED LEVELS OF
COMPANY PERFORMANCE (OR PERFORMANCE OF AN APPLICABLE AFFILIATE OR DIVISION OF
THE COMPANY) UNDER ONE OR MORE OF THE MEASURES DESCRIBED ABOVE RELATIVE TO THE
PERFORMANCE OF OTHER CORPORATIONS OR AN INDEX COVERING MULTIPLE COMPANIES.
THE
MEASUREMENT OF PERFORMANCE GOALS MAY EXCLUDE IMPACT OF CHARGES FOR
RESTRUCTURINGS, DISCONTINUED OPERATIONS, EXTRAORDINARY ITEMS AND OTHER UNUSUAL
OR NON-RECURRING ITEMS, AND THE CUMULATIVE EFFECTS OF ACCOUNTING CHANGES, EACH
AS DEFINED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
SUCH PERFORMANCE GOALS
SHALL BE SET BY THE COMMITTEE WITHIN THE TIME PERIOD PRESCRIBED BY, AND SHALL
OTHERWISE COMPLY WITH THE REQUIREMENTS OF, SECTION 162(M) OF THE CODE, OR ANY
SUCCESSOR PROVISION THERETO, AND THE REGULATIONS THEREUNDER.
(C)
NOTWITHSTANDING ANY PROVISION OF THE PLAN OTHER THAN SECTION 12, WITH
RESPECT TO ANY RESTRICTED STOCK, PERFORMANCE AWARD OR OTHER STOCK UNIT AWARD
THAT IS SUBJECT TO THIS
13
SECTION 13, THE COMMITTEE MAY ADJUST DOWNWARDS, BUT NOT UPWARDS, THE AMOUNT
PAYABLE PURSUANT TO SUCH AWARD, AND THE COMMITTEE MAY NOT WAIVE THE ACHIEVEMENT
OF THE APPLICABLE PERFORMANCE GOALS EXCEPT IN THE CASE OF THE DEATH OR
DISABILITY OF THE PARTICIPANT.
(D)
THE COMMITTEE SHALL HAVE THE POWER TO IMPOSE SUCH OTHER RESTRICTIONS ON
AWARDS SUBJECT TO THIS SECTION 13 ("QUALIFIED PERFORMANCE-BASED AWARDS") AS IT
MAY DEEM NECESSARY OR APPROPRIATE TO ENSURE THAT SUCH AWARDS SATISFY ALL
REQUIREMENTS FOR "PERFORMANCE-BASED COMPENSATION" WITHIN THE MEANING OF