MEAN A CASH BONUS, STOCK BONUS OR OTHER
PERFORMANCE OR INCENTIVE AWARD THAT IS PAID IN CASH, COMMON STOCK OR A
COMBINATION OF BOTH, AWARDED UNDER SECTION 8.2 OF THE PLAN.
1.29.
"PERFORMANCE CRITERIA" MEANS THE CRITERIA (AND ADJUSTMENTS) THAT
THE COMMITTEE SELECTS FOR AN AWARD FOR PURPOSES OF ESTABLISHING THE PERFORMANCE
GOAL OR PERFORMANCE GOALS FOR A PERFORMANCE PERIOD, DETERMINED AS FOLLOWS:.
(A)
THE PERFORMANCE CRITERIA THAT SHALL BE USED TO ESTABLISH
PERFORMANCE GOALS ARE LIMITED TO THE FOLLOWING:
(I) NET EARNINGS (EITHER BEFORE
OR AFTER (A) INTEREST, (B) TAXES, (C) DEPRECIATION AND (D) AMORTIZATION), (II)
GROSS OR NET SALES OR REVENUE, (III) NET INCOME (EITHER BEFORE OR AFTER TAXES),
(IV) OPERATING PROFIT, (V) CASH FLOW (INCLUDING, BUT NOT LIMITED TO, OPERATING
CASH FLOW AND FREE CASH FLOW), (VI) RETURN ON ASSETS, (VII) RETURN ON CAPITAL,
(VIII) RETURN ON STOCKHOLDERS' EQUITY, (IX) RETURN ON SALES, (X) DAYS SALES
OUTSTANDING, (XI) GROSS OR NET PROFIT OR OPERATING MARGIN, (XII) COSTS, (XIII)
FUNDS FROM OPERATIONS, (XIV) EXPENSE, (XV) WORKING CAPITAL, (XVI) EARNINGS PER
SHARE, AND (XVII) PRICE PER SHARE OF COMMON STOCK, ANY OF WHICH MAY BE MEASURED
EITHER IN ABSOLUTE TERMS OR AS COMPARED TO ANY INCREMENTAL INCREASE OR DECREASE
OR AS COMPARED TO RESULTS OF A PEER GROUP.
(B)
THE COMMITTEE MAY, IN ITS DISCRETION, AT THE TIME OF GRANT,
SPECIFY IN THE AWARD THAT ONE OR MORE OBJECTIVELY DETERMINABLE ADJUSTMENTS SHALL
BE MADE TO ONE OR MORE OF THE PERFORMANCE GOALS.
SUCH ADJUSTMENTS MAY INCLUDE
ONE OR MORE OF THE FOLLOWING:
4
(I) ITEMS RELATED TO A CHANGE IN ACCOUNTING PRINCIPLE; (II) ITEMS RELATING TO
FINANCING ACTIVITIES; (III) EXPENSES FOR RESTRUCTURING OR PRODUCTIVITY
INITIATIVES; (IV) OTHER NON-OPERATING ITEMS; (V) ITEMS RELATED TO ACQUISITIONS;
(VI) ITEMS ATTRIBUTABLE TO THE BUSINESS OPERATIONS OF ANY ENTITY ACQUIRED BY THE
COMPANY; (VII) ITEMS RELATED TO THE DISPOSAL OF A BUSINESS OR SEGMENT OF A
BUSINESS; OR (VIII) ITEMS RELATED TO DISCONTINUED OPERATIONS THAT DO NOT QUALIFY
AS A SEGMENT OF A BUSINESS UNDER UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("GAAP").
(C)
THE COMMITTEE SHALL, WITHIN THE TIME PRESCRIBED BY SECTION 162(M)
OF THE CODE, DEFINE IN AN OBJECTIVE FASHION THE MANNER OF CALCULATING THE
PERFORMANCE CRITERIA IT SELECTS TO USE FOR SUCH PERFORMANCE PERIOD FOR SUCH
AWARD; PROVIDED, HOWEVER, THAT EACH PERFORMANCE CRITERIA SHALL BE DETERMINED IN
ACCORDANCE WITH GAAP TO THE EXTENT APPLICABLE.
1.30.
"PERFORMANCE GOALS" MEANS, FOR A PERFORMANCE PERIOD, ONE OR MORE
GOALS ESTABLISHED IN WRITING BY THE COMMITTEE FOR THE PERFORMANCE PERIOD BASED
UPON ONE OR MORE PERFORMANCE CRITERIA.
DEPENDING ON THE PERFORMANCE CRITERIA
USED TO ESTABLISH SUCH PERFORMANCE GOALS, THE PERFORMANCE GOALS MAY BE EXPRESSED
IN TERMS OF OVERALL COMPANY PERFORMANCE OR THE PERFORMANCE OF A DIVISION,
BUSINESS UNIT, OR AN INDIVIDUAL.
THE ACHIEVEMENT OF EACH PERFORMANCE GOAL SHALL
BE DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO THE
EXTENT APPLICABLE.
1.31.
"PERFORMANCE PERIOD" MEANS ONE OR MORE PERIODS OF TIME, WHICH MAY
BE OF VARYING AND OVERLAPPING DURATIONS, AS THE COMMITTEE MAY SELECT, OVER