ANY
AWARD AGREEMENT THAT ANY AMOUNTS EARNED IN EXCESS OF THESE LIMITATIONS WILL
EITHER BE CREDITED AS DEFERRED SHARE UNITS, OR AS DEFERRED CASH COMPENSATION
UNDER A SEPARATE PLAN OF THE COMPANY (PROVIDED IN THE LATTER CASE THAT SUCH
DEFERRED COMPENSATION EITHER BEARS A REASONABLE RATE OF INTEREST OR HAS A VALUE
BASED ON ONE OR MORE PREDETERMINED ACTUAL INVESTMENTS).
ANY AMOUNTS FOR WHICH
PAYMENT TO THE PARTICIPANT IS DEFERRED PURSUANT TO THE PRECEDING SENTENCE SHALL
BE PAID TO THE PARTICIPANT IN A FUTURE YEAR OR YEARS NOT EARLIER THAN, AND ONLY
TO THE EXTENT THAT, THE PARTICIPANT IS EITHER NOT RECEIVING COMPENSATION IN
EXCESS OF THESE LIMITS FOR A PERFORMANCE PERIOD, OR IS NOT SUBJECT TO THE
RESTRICTIONS SET FORTH UNDER SECTION 162(B) OF THE CODE.
13
(D)
DEFINITIONS.
(I)
"PERFORMANCE FORMULA" MEANS, FOR A PERFORMANCE PERIOD, ONE OR
MORE OBJECTIVE FORMULAS OR STANDARDS ESTABLISHED BY THE COMMITTEE FOR PURPOSES
OF DETERMINING WHETHER OR THE EXTENT TO WHICH AN AWARD HAS BEEN EARNED BASED ON
THE LEVEL OF PERFORMANCE ATTAINED OR TO BE ATTAINED WITH RESPECT TO ONE OR MORE
PERFORMANCE MEASURE(S).
PERFORMANCE FORMULAE MAY VARY FROM PERFORMANCE PERIOD
TO PERFORMANCE PERIOD AND FROM PARTICIPANT TO PARTICIPANT AND MAY BE ESTABLISHED
ON A STAND-ALONE BASIS, IN TANDEM OR IN THE ALTERNATIVE.
(II)
"PERFORMANCE MEASURE" MEANS ONE OR MORE OF THE FOLLOWING SELECTED
BY THE COMMITTEE TO MEASURE COMPANY, AFFILIATE, AND/OR BUSINESS UNIT PERFORMANCE
FOR A PERFORMANCE PERIOD, WHETHER IN ABSOLUTE OR RELATIVE TERMS (INCLUDING,
WITHOUT LIMITATION, TERMS RELATIVE TO A PEER GROUP OR INDEX):
BASIC, DILUTED,
OR ADJUSTED EARNINGS PER SHARE; SALES OR REVENUE; EARNINGS BEFORE INTEREST,
TAXES, AND OTHER ADJUSTMENTS (IN TOTAL OR ON A PER SHARE BASIS); BASIC OR
ADJUSTED NET INCOME; RETURNS ON EQUITY, ASSETS, CAPITAL, REVENUE OR SIMILAR
MEASURE; ECONOMIC VALUE ADDED; WORKING CAPITAL; TOTAL SHAREHOLDER RETURN; AND
PRODUCT DEVELOPMENT, PRODUCT MARKET SHARE, RESEARCH, LICENSING, LITIGATION,
HUMAN RESOURCES, INFORMATION SERVICES, MERGERS, ACQUISITIONS, SALES OF ASSETS OF
AFFILIATES OR BUSINESS UNITS.
EACH SUCH MEASURE SHALL BE, TO THE EXTENT
APPLICABLE, DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AS CONSISTENTLY APPLIED BY THE COMPANY (OR SUCH OTHER STANDARD
APPLIED BY THE COMMITTEE) AND, IF SO DETERMINED BY THE COMMITTEE, AND IN THE
CASE OF A PERFORMANCE COMPENSATION AWARD, TO THE EXTENT PERMITTED UNDER CODE
SECTION 162(M), ADJUSTED TO OMIT THE EFFECTS OF EXTRAORDINARY ITEMS, GAIN OR
LOSS ON THE DISPOSAL OF A BUSINESS SEGMENT, UNUSUAL OR INFREQUENTLY OCCURRING
EVENTS AND TRANSACTIONS AND CUMULATIVE EFFECTS OF CHANGES IN ACCOUNTING
PRINCIPLES.
PERFORMANCE MEASURES MAY VARY FROM PERFORMANCE PERIOD TO
PERFORMANCE PERIOD AND FROM PARTICIPANT TO PARTICIPANT, AND MAY BE ESTABLISHED
ON A STAND-ALONE BASIS, IN TANDEM OR IN THE ALTERNATIVE.
(III)
"PERFORMANCE PERIOD" MEANS ONE OR MORE PERIODS OF TIME (OF NOT
LESS THAN ONE FISCAL YEAR OF THE COMPANY), AS THE COMMITTEE MAY DESIGNATE, OVER
WHICH THE ATTAINMENT OF ONE OR MORE PERFORMANCE MEASURE(S) WILL BE MEASURED FOR
THE PURPOSE OF DETERMINING A PARTICIPANT'S RIGHTS IN RESPECT OF AN AWARD.
(E)
DEFERRAL ELECTIONS.
AT ANY TIME