TIME AS PERMITTED BY APPLICABLE LAW.
THE PERFORMANCE GOALS, WHICH MUST BE OBJECTIVE,
17
SHALL BE BASED UPON ONE OR MORE OF THE FOLLOWING CRITERIA: (I) CONSOLIDATED
EARNINGS BEFORE OR AFTER TAXES (INCLUDING EARNINGS BEFORE ONE OR MORE OF THE
FOLLOWING: INTEREST, TAXES, DEPRECIATION AND AMORTIZATION); (II) NET INCOME;
(III) OPERATING INCOME; (IV) EARNINGS PER SHARE; (V) BOOK VALUE PER SHARE;
(VI) RETURN ON STOCKHOLDERS' EQUITY; (VII) EXPENSE MANAGEMENT; (VIII) RETURN ON
INVESTMENT; (IX) IMPROVEMENTS IN CAPITAL STRUCTURE; (X) PROFITABILITY OF AN
IDENTIFIABLE BUSINESS UNIT OR PRODUCT; (XI) MAINTENANCE OR IMPROVEMENT OF PROFIT
MARGINS; (XII) STOCK PRICE; (XIII) MARKET SHARE; (XIV) REVENUES OR SALES; (XV)
COSTS AND/OR COST REDUCTIONS OR SAVINGS; (XVI) CASH FLOW; (XVII) WORKING
CAPITAL; (XVIII) RETURN ON INVESTED CAPITAL OR ASSETS; (XIX) CONSUMMATIONS OF
ACQUISITIONS OR SALES OF CERTAIN COMPANY ASSETS, SUBSIDIARIES OR OTHER
BUSINESSES; (XX) FUNDS FROM OPERATIONS AND (XXI) PRE-TAX INCOME. THE FOREGOING
CRITERIA MAY RELATE TO THE COMPANY, ONE OR MORE OF ITS AFFILIATES OR ONE OR MORE
OF ITS DIVISIONS OR UNITS, OR ANY COMBINATION OF THE FOREGOING, AND MAY BE
APPLIED ON AN ABSOLUTE BASIS AND/OR BE RELATIVE TO ONE OR MORE PEER GROUP
COMPANIES OR INDICES, OR ANY COMBINATION THEREOF, ALL AS THE COMMITTEE SHALL
DETERMINE. IN ADDITION, TO THE DEGREE CONSISTENT WITH SECTION 162(M) OF THE CODE
(OR ANY SUCCESSOR SECTION THERETO) AND/OR SECTION 409A OF THE CODE, THE
PERFORMANCE GOALS MAY BE CALCULATED WITHOUT REGARD TO EXTRAORDINARY ITEMS. THE
COMMITTEE SHALL DETERMINE WHETHER, WITH RESPECT TO A PERFORMANCE PERIOD, THE
APPLICABLE PERFORMANCE GOALS HAVE BEEN MET WITH RESPECT TO A GIVEN PARTICIPANT
AND, IF THEY HAVE, TO SO CERTIFY AND ASCERTAIN THE AMOUNT OF THE APPLICABLE
PERFORMANCE-BASED AWARD. NO PERFORMANCE-BASED AWARDS WILL BE PAID FOR SUCH
PERFORMANCE PERIOD UNTIL SUCH CERTIFICATION IS MADE BY THE COMMITTEE. THE AMOUNT
OF THE PERFORMANCE-BASED AWARD ACTUALLY PAID TO A GIVEN PARTICIPANT MAY BE LESS
THAN THE AMOUNT DETERMINED BY THE APPLICABLE PERFORMANCE GOAL FORMULA, AT THE
DISCRETION OF THE COMMITTEE. THE AMOUNT OF THE PERFORMANCE-BASED AWARD
DETERMINED BY THE COMMITTEE FOR A PERFORMANCE PERIOD SHALL BE PAID TO THE
PARTICIPANT AT SUCH TIME AS DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION
AFTER THE END OF SUCH PERFORMANCE PERIOD; PROVIDED, HOWEVER, THAT A PARTICIPANT
MAY, IF AND TO THE EXTENT PERMITTED BY THE COMMITTEE AND CONSISTENT WITH THE
PROVISIONS OF SECTION 162(M) AND/OR SECTION 409A OF THE CODE, ELECT TO DEFER
PAYMENT OF A PERFORMANCE-BASED AWARD.
10.5.
STOCKHOLDER RIGHTS. NO
PARTICIPANT SHALL BE DEEMED TO BE THE HOLDER OF, OR TO HAVE ANY OF THE RIGHTS OF
A HOLDER WITH RESPECT TO, ANY SHARES OF COMMON STOCK SUBJECT TO A STOCK AWARD
EXCEPT TO THE EXTENT THAT THE COMPANY HAS ISSUED THE SHARES OF COMMON STOCK
RELATING TO SUCH STOCK AWARD OR EXCEPT AS EXPRESSLY PROVIDED IN A STOCK AWARD
AGREEMENT.
10.6.
NO EMPLOYMENT OR OTHER SERVICE
RIGHTS. NOTHING IN THE PLAN OR ANY INSTRUMENT EXECUTED OR STOCK AWARD GRANTED
PURSUANT THERETO SHALL CONFER UPON ANY PARTICIPANT ANY RIGHT TO CONTINUE