OR COMPLETION OF PROJECTS OR PROCESSES;
(XXIII)
IMPROVEMENT IN OR ATTAINMENT OF WORKING CAPITAL LEVELS;
(XXIV)
STOCKHOLDERS' EQUITY; AND
(XXV)
OTHER MEASURES OF PERFORMANCE SELECTED BY THE COMMITTEE.
(B)
STRUCTURE OF PERFORMANCE MEASURES AND PERFORMANCE GOALS.
PERFORMANCE MEASURES AND PERFORMANCE GOALS MAY DIFFER FROM PARTICIPANT TO
PARTICIPANT AND FROM PERFORMANCE AWARD TO PERFORMANCE AWARD.
PERFORMANCE GOALS
MAY, AS THE COMMITTEE SPECIFIES, EITHER INCLUDE OR EXCLUDE THE EFFECT OF PAYMENT
OF PERFORMANCE AWARDS UNDER THIS PLAN
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AND ANY OTHER PERFORMANCE PLANS OF THE COMPANY.
IN ESTABLISHING A PERFORMANCE
GOAL, THE COMMITTEE MAY PROVIDE THAT PERFORMANCE SHALL BE APPROPRIATELY ADJUSTED
AS FOLLOWS:
(I)
TO EXCLUDE RESTRUCTURING AND/OR OTHER NONRECURRING CHARGES;
(II)
TO EXCLUDE EXCHANGE RATE EFFECTS, AS APPLICABLE, FOR NON-U.S.
DOLLAR DENOMINATED NET SALES AND OPERATING EARNINGS;
(III)
TO EXCLUDE THE EFFECTS OF CHANGES TO GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES REQUIRED BY THE FINANCIAL ACCOUNTING STANDARDS BOARD;
(IV)
TO EXCLUDE THE EFFECTS OF ANY STATUTORY ADJUSTMENTS TO CORPORATE
TAX RATES;
(V)
TO EXCLUDE THE EFFECTS OF ANY "EXTRAORDINARY ITEMS" AS DETERMINED
UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES;
(VI)
TO EXCLUDE ANY OTHER UNUSUAL, NON-RECURRING GAIN OR LOSS OR OTHER
EXTRAORDINARY ITEM;
(VII)
TO RESPOND TO, OR IN ANTICIPATION OF, ANY UNUSUAL OR EXTRAORDINARY
CORPORATE ITEM, TRANSACTION, EVENT OR DEVELOPMENT;
(VIII)
TO RESPOND TO, OR IN ANTICIPATION OF, CHANGES IN APPLICABLE LAWS,
REGULATIONS, ACCOUNTING PRINCIPLES, OR BUSINESS CONDITIONS;
(IX)
TO EXCLUDE THE DILUTIVE EFFECTS OF ACQUISITIONS OR JOINT
VENTURES;
(X)
TO ASSUME THAT ANY BUSINESS DIVESTED BY THE COMPANY ACHIEVED
PERFORMANCE OBJECTIVES AT TARGETED LEVELS DURING THE BALANCE OF A PERFORMANCE
PERIOD FOLLOWING SUCH DIVESTITURE;
(XI)
TO EXCLUDE THE EFFECT OF ANY CHANGE IN THE OUTSTANDING SHARES OF
STOCK BY REASON OF ANY STOCK DIVIDEND OR SPLIT, STOCK REPURCHASE,
REORGANIZATION, RECAPITALIZATION, MERGER, CONSOLIDATION, SPIN-OFF, COMBINATION
OR EXCHANGE OF SHARES OR OTHER SIMILAR CORPORATE CHANGE, OR ANY DISTRIBUTIONS TO
COMMON SHAREHOLDERS OTHER THAN REGULAR CASH DIVIDENDS;
(XII)
TO REFLECT A CORPORATE TRANSACTION, SUCH AS A MERGER,
CONSOLIDATION, SEPARATION (INCLUDING A SPINOFF OR OTHER DISTRIBUTION OF STOCK OR
PROPERTY BY A CORPORATION), OR REORGANIZATION (WHETHER OR NOT SUCH
REORGANIZATION COMES WITHIN THE DEFINITION OF SUCH TERM IN SECTION 368 OF THE
CODE); AND
(XIII)
TO REFLECT ANY PARTIAL OR COMPLETE CORPORATE LIQUIDATION.
(C)
PERFORMANCE GOALS.
PERFORMANCE GOALS MAY INCLUDE A MINIMUM,
MAXIMUM, TARGET LEVEL AND INTERMEDIATE LEVELS OF PERFORMANCE, WITH THE FINAL
VALUE OF A
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PERFORMANCE AWARD DETERMINED UNDER THE APPLICABLE PERFORMANCE AWARD FORMULA BY
THE LEVEL ATTAINED DURING THE APPLICABLE PERFORMANCE PERIOD.
A PERFORMANCE GOAL
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