PRIOR TO THE ACCRUAL OR PAYMENT OF ANY PERFORMANCE AWARD FOR THE SAME
PERFORMANCE PERIOD AND EXCLUDING THE EFFECT (WHETHER POSITIVE OR NEGATIVE) OF
ANY CHANGE IN ACCOUNTING STANDARDS OR ANY EXTRAORDINARY, UNUSUAL OR NONRECURRING
ITEM, AS DETERMINED BY THE COMMITTEE, OCCURRING AFTER THE ESTABLISHMENT OF THE
PERFORMANCE GOALS APPLICABLE TO THE PERFORMANCE AWARD.
EACH SUCH ADJUSTMENT, IF
ANY, SHALL BE MADE SOLELY FOR THE PURPOSE OF PROVIDING A CONSISTENT BASIS FROM
PERIOD TO PERIOD FOR THE CALCULATION OF PERFORMANCE MEASURES IN ORDER TO PREVENT
THE DILUTION OR ENLARGEMENT OF THE PARTICIPANT'S RIGHTS WITH RESPECT TO A
18
PERFORMANCE AWARD.
PERFORMANCE MEASURES MAY BE ONE OR MORE OF THE FOLLOWING, AS
DETERMINED BY THE COMMITTEE:
(I) SALES REVENUE; (II) GROSS MARGIN;
(III) OPERATING MARGIN; (IV) OPERATING INCOME; (V) PRE-TAX PROFIT; (VI) EARNINGS
BEFORE INTEREST, TAXES AND DEPRECIATION AND AMORTIZATION; (VII) NET INCOME;
(VIII) EXPENSES; (IX) THE MARKET PRICE OF THE STOCK; (X) EARNINGS PER SHARE;
(XI) RETURN ON SHAREHOLDER EQUITY; (XII) RETURN ON CAPITAL; (XIII) RETURN ON NET
ASSETS; (XIV) ECONOMIC VALUE ADDED; AND (XV) MARKET SHARE; (XVI) POST-TAX
PROFIT; (XVII) TOTAL SHAREHOLDER RETURN; (XVIII) CUSTOMER SATISFACTION; (XIX)
SAFETY; (XX) CUSTOMER SERVICE; OR (XXI) SUCH OTHER MEASURES AS DETERMINED BY THE
COMMITTEE CONSISTENT WITH THIS SECTION 9.4(A).
(B)
PERFORMANCE TARGETS.
PERFORMANCE TARGETS
MAY INCLUDE A MINIMUM, MAXIMUM, TARGET LEVEL AND INTERMEDIATE LEVELS OF
PERFORMANCE, WITH THE FINAL VALUE OF A PERFORMANCE AWARD DETERMINED UNDER THE
APPLICABLE PERFORMANCE AWARD FORMULA BY THE LEVEL ATTAINED DURING THE APPLICABLE
PERFORMANCE PERIOD.
A PERFORMANCE TARGET MAY BE STATED AS AN ABSOLUTE VALUE OR
AS A VALUE DETERMINED RELATIVE TO A STANDARD SELECTED BY THE COMMITTEE.
9.5
SETTLEMENT OF PERFORMANCE AWARDS.
(A)
DETERMINATION OF FINAL VALUE.
AS SOON AS
PRACTICABLE FOLLOWING THE COMPLETION OF THE PERFORMANCE PERIOD APPLICABLE TO A
PERFORMANCE AWARD, THE COMMITTEE SHALL CERTIFY IN WRITING THE EXTENT TO WHICH
THE APPLICABLE PERFORMANCE GOALS HAVE BEEN ATTAINED AND THE RESULTING FINAL
VALUE OF THE AWARD EARNED BY THE PARTICIPANT AND TO BE PAID UPON ITS SETTLEMENT
IN ACCORDANCE WITH THE APPLICABLE PERFORMANCE AWARD FORMULA.
(B)
DISCRETIONARY ADJUSTMENT OF AWARD FORMULA.
IN ITS DISCRETION, THE COMMITTEE MAY, EITHER AT THE TIME IT GRANTS A PERFORMANCE
AWARD OR AT ANY TIME THEREAFTER, PROVIDE FOR THE POSITIVE OR NEGATIVE ADJUSTMENT
OF THE PERFORMANCE AWARD FORMULA APPLICABLE TO A PERFORMANCE AWARD THAT IS NOT
INTENDED TO CONSTITUTE "QUALIFIED PERFORMANCE BASED COMPENSATION" TO A "COVERED
EMPLOYEE" WITHIN THE MEANING OF SECTION 162(M) (A "COVERED EMPLOYEE") TO REFLECT
SUCH PARTICIPANT'S INDIVIDUAL PERFORMANCE IN HIS OR HER POSITION WITH THE
COMPANY OR SUCH OTHER FACTORS AS THE COMMITTEE MAY DETERMINE.
WITH RESPECT TO A
PERFORMANCE AWARD INTENDED TO CONSTITUTE QUALIFIED PERFORMANCE-BASED
COMPENSATION TO A COVERED EMPLOYEE, THE COMMITTEE SHALL HAVE THE DISCRETION TO
REDUCE SOME OR ALL OF THE VALUE OF THE PERFORMANCE AWARD THAT WOULD OTHERWISE BE
PAID TO THE COVERED EMPLOYEE UPON ITS SETTLEMENT NOTWITHSTANDING THE ATTAINMENT
OF ANY PERFORMANCE GOAL AND THE RESULTING VALUE OF THE PERFORMANCE AWARD
DETERMINED IN ACCORDANCE WITH THE PERFORMANCE AWARD FORMULA.