GROSS PROFIT; (III) INCOME BEFORE
INTEREST AND TAXES; (IV) INCOME BEFORE INTEREST, TAXES, DEPRECIATION AND
AMORTIZATION; (V) NET INCOME; (VI) NET INCOME FROM OPERATIONS; (VII) EARNINGS
PER SHARE; (VIII) RETURN MEASURES (INCLUDING, WITHOUT LIMITATION, RETURN ON
ASSETS, CAPITAL, INVESTED CAPITAL, EQUITY, SALES OR REVENUES); (IX) PRODUCTIVITY
RATIOS; (X) EXPENSE OR COST REDUCTION MEASURES; (XI) MARGINS; (XII) OPERATING
EFFICIENCY; (XIII) MARKET SHARE; (XIV) CUSTOMER SATISFACTION; (XV) WORKING
CAPITAL TARGETS; (XVI) BUDGET COMPARISONS; (XVII) IMPLEMENTATION OR COMPLETION
OF SPECIFIED PROJECTS OR PROCESSES; (XVIII) THE FORMATION OF JOINT VENTURES,
ESTABLISHMENT OF RESEARCH OR DEVELOPMENT COLLABORATIONS OR THE COMPLETION OF
OTHER TRANSACTIONS; (XIX) CASH FLOW (INCLUDING, WITHOUT LIMITATION, OPERATING
CASH FLOW, FREE CASH FLOW AND CASH FLOW RETURN ON EQUITY); (XX) SHARE PRICE
(INCLUDING, WITHOUT LIMITATION, GROWTH IN SHARE PRICE AND TOTAL STOCKHOLDER
RETURN); (XXI) PROFITABILITY OF AN IDENTIFIABLE BUSINESS UNIT OR PRODUCT;
(XXII) ECONOMIC PROFIT OR ECONOMIC VALUE ADDED; (XXIII) CASH VALUE ADDED;
(XXIV) MARKET SHARE; OR (XXV) INDIVIDUAL OBJECTIVES.
THE COVERED EMPLOYEE
PERFORMANCE GOALS MAY DIFFER FROM COVERED EMPLOYEE PARTICIPANT TO COVERED
EMPLOYEE PARTICIPANT AND FROM AWARD TO AWARD.
(H)
"DETERMINATION DATE" MEANS THE 90TH DAY OF ANY PERFORMANCE PERIOD.
(I)
"DISABILITY" OR "DISABLED" WILL HAVE THE MEANING GIVEN TO SUCH
TERM IN THE COMPANY'S GOVERNING LONG-TERM DISABILITY PLAN OR, IF NO SUCH PLAN
EXISTS, SUCH TERM WILL MEAN TOTAL AND PERMANENT DISABILITY AS DETERMINED UNDER
THE RULES OF THE SOCIAL SECURITY ADMINISTRATION.
(J)
"ELIGIBLE EMPLOYEE" MEANS ANY EXECUTIVE OFFICER OF THE COMPANY
REQUIRED TO FILE REPORTS OF BENEFICIAL OWNERSHIP WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED FROM TIME TO TIME, AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER.
(K)
"FISCAL YEAR" MEANS THE FISCAL YEAR OF THE COMPANY.
2
(L)
"INDIVIDUAL OBJECTIVES" MEANS AS TO A PARTICIPANT FOR ANY
PERFORMANCE PERIOD, OBJECTIVE AND MEASURABLE INDIVIDUAL PERFORMANCE GOALS
APPROVED BY THE COMMITTEE IN ITS DISCRETION.
(M)
"MAXIMUM AWARD" MEANS AS TO A COVERED EMPLOYEE PARTICIPANT FOR ANY
FISCAL YEAR, THE LESSER OF (I) THE MAXIMUM AWARD PAYABLE UNDER THIS PLAN FOR ANY
SUCH FISCAL YEAR OR (II) $5,000,000.
(N)
"OTHER PARTICIPANT" MEANS A PARTICIPANT WHO IS NOT A COVERED
EMPLOYEE PARTICIPANT.
(O)
"OTHER PARTICIPANT PERFORMANCE GOALS" MEANS THE PERFORMANCE GOALS
DETERMINED BY THE COMMITTEE, IN ITS DISCRETION, TO BE APPLICABLE TO AN OTHER
PARTICIPANT FOR A PERFORMANCE PERIOD.
AS DETERMINED BY THE COMMITTEE, THE OTHER
PARTICIPANT PERFORMANCE GOALS MAY PROVIDE FOR A TARGETED LEVEL OR LEVELS OF
ACHIEVEMENT USING ONE OR MORE OF THE COVERED EMPLOYEE PERFORMANCE GOALS OR ANY
OTHER PERFORMANCE MEASURES.
THE OTHER PARTICIPANT PERFORMANCE GOALS MAY DIFFER
FROM OTHER PARTICIPANT TO OTHER PARTICIPANT AND FROM AWARD TO AWARD.
(P)
"PARTICIPANT" MEANS AS TO ANY PERFORMANCE PERIOD, AN ELIGIBLE
EMPLOYEE WHO HAS BEEN SELECTED BY THE COMMITTEE FOR PARTICIPATION IN THIS PLAN
FOR SUCH PERFORMANCE PERIOD.
(Q)
"PAYOUT FORMULA" MEANS AS TO ANY PERFORMANCE PERIOD, THE FORMULA
OR PAYOUT MATRIX ESTABLISHED BY THE COMMITTEE PURSUANT TO SECTION 3.3 IN ORDER
TO DETERMINE THE ACTUAL AWARDS (IF ANY) TO