PERFORMANCE AWARD FORMULA APPLICABLE
TO EACH PERFORMANCE AWARD NO LATER THAN THE EARLIER OF (A) THE DATE NINETY (90)
DAYS AFTER THE COMMENCEMENT OF THE APPLICABLE PERFORMANCE PERIOD OR (B) THE DATE
ON WHICH 25% OF THE PERFORMANCE PERIOD HAS ELAPSED, AND, IN ANY EVENT, AT A TIME
WHEN THE OUTCOME OF THE PERFORMANCE GOALS REMAINS SUBSTANTIALLY UNCERTAIN.
ONCE
ESTABLISHED, THE PERFORMANCE GOALS AND PERFORMANCE AWARD FORMULA SHALL NOT BE
CHANGED DURING THE PERFORMANCE PERIOD.
THE COMPANY SHALL NOTIFY EACH
PARTICIPANT GRANTED A PERFORMANCE AWARD OF THE TERMS OF SUCH AWARD, INCLUDING
THE PERFORMANCE PERIOD, PERFORMANCE GOAL(S) AND PERFORMANCE AWARD FORMULA.
9.4
MEASUREMENT OF PERFORMANCE GOALS.
PERFORMANCE GOALS SHALL BE
ESTABLISHED BY THE COMMITTEE ON THE BASIS OF TARGETS TO BE ATTAINED
("PERFORMANCE TARGETS") WITH RESPECT TO ONE OR MORE MEASURES OF BUSINESS OR
FINANCIAL PERFORMANCE (EACH, A "PERFORMANCE MEASURE"), SUBJECT TO THE FOLLOWING:
(A)
PERFORMANCE MEASURES.
PERFORMANCE MEASURES SHALL HAVE THE SAME
MEANINGS AS USED IN THE COMPANY'S FINANCIAL STATEMENTS, OR, IF SUCH TERMS ARE
NOT USED IN THE COMPANY'S FINANCIAL STATEMENTS, THEY SHALL HAVE THE MEANING
APPLIED PURSUANT TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OR AS USED
GENERALLY IN THE COMPANY'S INDUSTRY.
PERFORMANCE MEASURES SHALL BE CALCULATED
WITH RESPECT TO THE COMPANY AND EACH SUBSIDIARY CORPORATION CONSOLIDATED
THEREWITH FOR FINANCIAL REPORTING PURPOSES OR SUCH DIVISION OR OTHER BUSINESS
UNIT AS
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may be selected by the Committee.
For purposes of the Plan, the Performance
Measures applicable to a Performance Award shall be calculated in accordance
with generally accepted accounting principles, but 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.
Performance Measures may be one or more of the
following, as determined by the Committee:
(I)
GROWTH IN REVENUE;
(II)
GROWTH IN THE MARKET PRICE OF THE STOCK;
(III)
OPERATING MARGIN;
(IV)
GROSS MARGIN;
(V)
OPERATING INCOME;
(VI)
PRE-TAX PROFIT;
(VII)
EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION;
(VIII)
NET INCOME;
(IX)
TOTAL RETURN ON SHARES OF STOCK RELATIVE TO THE INCREASE IN AN
APPROPRIATE INDEX AS MAY BE SELECTED BY THE COMMITTEE;
(X)
EARNINGS PER SHARE;
(XI)
RETURN ON STOCKHOLDER EQUITY;
(XII)
RETURN ON NET ASSETS;
(XIII)
EXPENSES;
(XIV)
RETURN ON CAPITAL;
(XV)
ECONOMIC VALUE ADDED;
(XVI)
MARKET SHARE; AND
(XVII)
CASH FLOW, AS INDICATED BY BOOK EARNINGS BEFORE INTEREST, TAXES,
DEPRECIATION AND AMORTIZATION.
(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.
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9.5
SETTLEMENT OF PERFORMANCE AWARDS.
(A)
DETERMINATION OF FINAL VALUE.
AS SOON AS