MAY BE ESTABLISHED ON A
COMPANY-WIDE BASIS OR WITH RESPECT TO ONE OR MORE BUSINESS UNITS, DIVISIONS,
AFFILIATES, OR PRODUCTS; AND IN EITHER ABSOLUTE TERMS OR RELATIVE TO THE
PERFORMANCE OF ONE OR MORE COMPARABLE COMPANIES OR AN INDEX COVERING MULTIPLE
COMPANIES.
THE PERFORMANCE OBJECTIVES FOR A PARTICULAR PERFORMANCE PERIOD NEED
NOT BE THE SAME FOR ALL PARTICIPANTS.
(B)
ADJUSTMENTS TO PERFORMANCE CRITERIA.
THE COMMITTEE MAY PROVIDE, AT
THE TIME THE PERFORMANCE GOALS ARE ESTABLISHED IN ACCORDANCE WITH SECTION 3(A),
THAT ADJUSTMENTS WILL BE MADE TO THE APPLICABLE PERFORMANCE GOALS TO TAKE INTO
ACCOUNT, IN ANY OBJECTIVE MANNER SPECIFIED BY THE COMMITTEE, THE IMPACT OF ONE
OR MORE OF THE FOLLOWING: (I) GAIN OR LOSS FROM ALL OR CERTAIN CLAIMS AND/OR
LITIGATION AND INSURANCE RECOVERIES, (II) THE IMPAIRMENT OF TANGIBLE OR
INTANGIBLE ASSETS, (III) STOCK-BASED COMPENSATION EXPENSE, (IV) EXTRAORDINARY,
UNUSUAL OR INFREQUENTLY OCCURRING EVENTS REPORTED IN THE COMPANY'S PUBLIC
FILINGS, (V) RESTRUCTURING ACTIVITIES REPORTED IN THE COMPANY'S PUBLIC FILINGS,
(VI) INVESTMENTS, DISPOSITIONS OR ACQUISITIONS, (VII) GAIN OR LOSS FROM THE
DISPOSAL OF CERTAIN ASSETS, (VIII) GAIN OR LOSS FROM THE EARLY EXTINGUISHMENT,
REDEMPTION, OR REPURCHASE OF DEBT, (IX) CASH OR NON-CASH CHARGES RELATED TO
STORE CLOSING EXPENSES, (X) CHANGES IN ACCOUNTING PRINCIPLES THAT BECOME
EFFECTIVE DURING THE PERFORMANCE PERIOD, OR (XI) ANY OTHER ITEM, EVENT OR
CIRCUMSTANCE THAT WOULD NOT CAUSE AN AWARD TO FAIL TO CONSTITUTE "QUALIFIED
PERFORMANCE-BASED COMPENSATION" UNDER SECTION 162(M) OF THE CODE.
ANY ADJUSTMENT DESCRIBED IN THIS SECTION 3(B) MAY RELATE TO THE COMPANY OR TO
ANY SUBSIDIARY, DIVISION OR OTHER OPERATIONAL UNIT OF THE COMPANY OR ITS
AFFILIATES, AS DETERMINED BY THE COMMITTEE AT THE TIME THE PERFORMANCE GOALS ARE
ESTABLISHED.
ANY ADJUSTMENT SHALL BE DETERMINED IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES AND STANDARDS, UNLESS SUCH OTHER OBJECTIVE METHOD
OF MEASUREMENT IS DESIGNATED BY THE COMMITTEE AT THE TIME PERFORMANCE GOALS ARE
ESTABLISHED.
NOTWITHSTANDING THE FOREGOING, ADJUSTMENTS WILL BE MADE AS
NECESSARY TO ANY PERFORMANCE CRITERIA RELATED TO THE COMPANY'S STOCK TO REFLECT
CHANGES IN CORPORATE CAPITALIZATION, INCLUDING A RECAPITALIZATION, STOCK SPLIT
OR COMBINATION, STOCK DIVIDEND,
3
SPIN-OFF, MERGER, REORGANIZATION OR OTHER SIMILAR EVENT OR TRANSACTION AFFECTING
THE COMPANY'S STOCK.
(C)
MAXIMUM AWARD AMOUNT PAYABLE. THE MAXIMUM AMOUNT PAYABLE HEREUNDER
TO ANY SINGLE PARTICIPANT WITH RESPECT TO ANY PARTICULAR PERFORMANCE PERIOD WILL
NOT EXCEED $1,500,000.
(D)
PAYMENT CONDITIONED ON CONTINUED EMPLOYMENT.
NO PARTICIPANT WILL BE
ENTITLED TO ANY PAYMENT HEREUNDER WITH RESPECT TO ANY PARTICULAR PERFORMANCE
PERIOD UNLESS HE OR SHE HAS REMAINED CONTINUOUSLY EMPLOYED BY THE COMPANY OR ITS
AFFILIATES THROUGH THE LAST DAY OF THAT PERFORMANCE PERIOD (OR SUCH OTHER DATE
AS IS SPECIFIED BY THE COMMITTEE AT THE TIME THAT PERFORMANCE OBJECTIVES ARE
ESTABLISHED).
(E)
NEGATIVE DISCRETION. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN
SECTION 3(B) TO THE CONTRARY, THE COMMITTEE SHALL HAVE THE RIGHT, IN ITS
ABSOLUTE DISCRETION, (I) TO REDUCE OR ELIMINATE THE AMOUNT OTHERWISE PAYABLE TO
ANY PARTICIPANT UNDER SECTION 3(B) BASED ON INDIVIDUAL PERFORMANCE OR ANY OTHER
FACTORS THAT THE COMMITTEE, IN ITS DISCRETION, SHALL DEEM APPROPRIATE AND