AS "PERFORMANCE-BASED COMPENSATION" UNDER SECTION 162(M) OF
THE CODE.
(B)
DISCRETION OF COMMITTEE WITH RESPECT TO
PERFORMANCE COMPENSATION AWARDS.
WITH REGARD TO A PARTICULAR PERFORMANCE
PERIOD, THE COMMITTEE SHALL HAVE SOLE DISCRETION TO SELECT THE LENGTH OF SUCH
PERFORMANCE PERIOD, THE TYPE(S) OF PERFORMANCE COMPENSATION AWARDS TO BE ISSUED,
THE PERFORMANCE CRITERIA THAT WILL BE USED TO ESTABLISH THE PERFORMANCE GOAL(S),
THE KIND(S) AND/OR LEVEL(S) OF THE PERFORMANCE GOALS(S) THAT IS (ARE) TO APPLY
AND THE PERFORMANCE FORMULA.
WITHIN THE FIRST 90 DAYS OF A PERFORMANCE PERIOD
(OR, IF LONGER OR SHORTER, WITHIN THE MAXIMUM PERIOD ALLOWED UNDER
SECTION 162(M) OF THE CODE, IF APPLICABLE), THE COMMITTEE SHALL, WITH REGARD TO
THE PERFORMANCE COMPENSATION AWARDS TO BE ISSUED FOR SUCH PERFORMANCE PERIOD,
EXERCISE ITS DISCRETION WITH RESPECT TO EACH OF THE MATTERS ENUMERATED IN THE
IMMEDIATELY PRECEDING SENTENCE AND RECORD THE SAME IN WRITING.
14
(C)
PERFORMANCE CRITERIA.
THE PERFORMANCE
CRITERIA THAT WILL BE USED TO ESTABLISH THE PERFORMANCE GOAL(S) SHALL BE BASED
ON THE ATTAINMENT OF SPECIFIC LEVELS OF PERFORMANCE OF THE COMPANY (AND/OR ONE
OR MORE AFFILIATES, DIVISIONS OR OPERATIONAL UNITS, OR ANY COMBINATION OF THE
FOREGOING) AND SHALL INCLUDE THE FOLLOWING:
(I) NET EARNINGS OR NET INCOME
(BEFORE OR AFTER TAXES); (II) BASIC OR DILUTED EARNINGS PER SHARE (BEFORE OR
AFTER TAXES); (III) NET REVENUE OR REVENUE GROWTH; (IV) GROSS PROFIT OR GROSS
PROFIT GROWTH; (V) OPERATING PROFIT (BEFORE OR AFTER TAXES); (VI) RETURN
MEASURES (INCLUDING, BUT NOT LIMITED TO, RETURN ON ASSETS, CAPITAL, INVESTED
CAPITAL, EQUITY, OR SALES); (VII) CASH FLOW (INCLUDING, BUT NOT LIMITED TO,
OPERATING CASH FLOW, FREE CASH FLOW, AND CASH FLOW RETURN ON CAPITAL);
(VIII) EARNINGS BEFORE OR AFTER TAXES, INTEREST, DEPRECIATION AND/OR
AMORTIZATION; (IX) GROSS OR OPERATING MARGINS; (X) PRODUCTIVITY RATIOS;
(XI) SHARE PRICE (INCLUDING, BUT NOT LIMITED TO, GROWTH MEASURES AND TOTAL
SHAREHOLDER RETURN); (XII) EXPENSE TARGETS; (XIII) MARGINS; (XIV) OPERATING
EFFICIENCY; (XV) OBJECTIVE MEASURES OF CUSTOMER SATISFACTION; (XVI) WORKING
CAPITAL TARGETS; (XVII) MEASURES OF ECONOMIC VALUE ADDED; (XVIII) INVENTORY
CONTROL; (XIX) ENTERPRISE VALUE; (XX) SALES; (XXI) DEBT LEVELS AND NET DEBT;
(XXII) COMBINED RATIO; (XXIII) TIMELY LAUNCH OF NEW FACILITIES; (XXIV) CLIENT
RETENTION; (XXV) EMPLOYEE RETENTION; (XXVI) TIMELY COMPLETION OF NEW PRODUCT
ROLLOUTS; AND (XXVII)
OBJECTIVE MEASURES OF PERSONAL TARGETS, GOALS OR
COMPLETION OF PROJECTS.
ANY ONE OR MORE OF THE PERFORMANCE CRITERIA MAY BE USED
ON AN ABSOLUTE OR RELATIVE BASIS TO MEASURE THE PERFORMANCE OF THE COMPANY
AND/OR ONE OR MORE AFFILIATES AS A WHOLE OR ANY BUSINESS UNIT(S) OF THE COMPANY
AND/OR ONE OR MORE AFFILIATES OR ANY COMBINATION THEREOF, AS THE COMMITTEE MAY
DEEM APPROPRIATE, OR ANY OF THE ABOVE PERFORMANCE CRITERIA MAY BE COMPARED TO
THE PERFORMANCE OF A SELECTED GROUP OF COMPARISON COMPANIES, OR A PUBLISHED OR
SPECIAL INDEX THAT THE COMMITTEE, IN ITS SOLE DISCRETION, DEEMS APPROPRIATE, OR
AS COMPARED TO VARIOUS STOCK MARKET INDICES.
THE COMMITTEE ALSO HAS THE
AUTHORITY TO PROVIDE FOR ACCELERATED VESTING OF ANY AWARD BASED ON THE
ACHIEVEMENT OF PERFORMANCE GOALS PURSUANT TO THE PERFORMANCE CRITERIA