CRITERIA THAT WILL
BE USED TO ESTABLISH PERFORMANCE GOALS ARE LIMITED TO THE FOLLOWING: NET
EARNINGS (EITHER BEFORE OR AFTER INTEREST, TAXES, DEPRECIATION AND
AMORTIZATION), ECONOMIC VALUE-ADDED (AS DETERMINED BY THE COMMITTEE), SALES OR
REVENUE, NET INCOME (EITHER BEFORE OR AFTER TAXES), OPERATING EARNINGS, CASH
FLOW (INCLUDING, BUT NOT LIMITED TO, OPERATING CASH FLOW AND FREE CASH FLOW),
CASH FLOW RETURN ON CAPITAL, RETURN ON NET ASSETS, RETURN ON STOCKHOLDERS'
EQUITY, RETURN ON ASSETS, RETURN ON CAPITAL, STOCKHOLDER RETURNS, RETURN ON
SALES, GROSS OR NET PROFIT MARGIN, PRODUCTIVITY, EXPENSE, MARGINS, OPERATING
EFFICIENCY, CUSTOMER SATISFACTION, WORKING CAPITAL, EARNINGS PER SHARE, PRICE
PER SHARE OF STOCK, AND MARKET SHARE, ANY OF WHICH MAY BE MEASURED EITHER IN
ABSOLUTE TERMS OR AS COMPARED TO ANY INCREMENTAL INCREASE OR AS COMPARED TO
RESULTS OF A PEER GROUP.
THE COMMITTEE SHALL, WITHIN THE TIME PRESCRIBED BY
SECTION 162(M) OF THE CODE, DEFINE IN AN OBJECTIVE FASHION THE MANNER OF
CALCULATING THE PERFORMANCE CRITERIA IT SELECTS TO USE FOR SUCH PERFORMANCE
PERIOD FOR SUCH PARTICIPANT.
(P)
"PERFORMANCE GOALS" MEANS, FOR A PERFORMANCE PERIOD, THE GOALS
ESTABLISHED IN WRITING BY THE COMMITTEE FOR THE PERFORMANCE PERIOD BASED UPON
THE PERFORMANCE CRITERIA.
DEPENDING ON THE PERFORMANCE CRITERIA USED TO
ESTABLISH SUCH PERFORMANCE GOALS, THE PERFORMANCE GOALS MAY BE EXPRESSED IN
TERMS OF OVERALL COMPANY PERFORMANCE OR THE PERFORMANCE OF A DIVISION, BUSINESS
UNIT, OR AN INDIVIDUAL.
THE COMMITTEE, IN ITS DISCRETION, MAY, WITHIN THE TIME
PRESCRIBED BY SECTION 162(M) OF THE CODE, ADJUST OR MODIFY THE CALCULATION OF
PERFORMANCE GOALS FOR SUCH PERFORMANCE PERIOD IN ORDER TO PREVENT THE DILUTION
OR ENLARGEMENT OF THE RIGHTS OF PARTICIPANTS (A) IN THE EVENT OF, OR IN
ANTICIPATION OF, ANY UNUSUAL OR EXTRAORDINARY CORPORATE ITEM, TRANSACTION,
EVENT, OR DEVELOPMENT, OR (B) IN RECOGNITION OF, OR IN ANTICIPATION OF, ANY
OTHER UNUSUAL OR NONRECURRING EVENTS AFFECTING THE COMPANY, OR THE FINANCIAL
STATEMENTS OF THE COMPANY, OR IN RESPONSE TO, OR IN ANTICIPATION OF, CHANGES IN
APPLICABLE LAWS, REGULATIONS, ACCOUNTING PRINCIPLES, OR BUSINESS CONDITIONS.
2
(Q)
"PERFORMANCE PERIOD" MEANS THE ONE OR MORE PERIODS OF TIME, WHICH
MAY BE OF VARYING AND OVERLAPPING DURATIONS, AS THE COMMITTEE MAY SELECT, OVER
WHICH THE ATTAINMENT OF ONE OR MORE PERFORMANCE GOALS WILL BE MEASURED FOR THE
PURPOSE OF DETERMINING A PARTICIPANT'S RIGHT TO, AND THE PAYMENT OF, A
PERFORMANCE-BASED AWARD.
(R)
"QUALIFIED PERFORMANCE-BASED COMPENSATION" MEANS ANY COMPENSATION
THAT IS INTENDED TO QUALIFY AS "QUALIFIED PERFORMANCE-BASED COMPENSATION" AS
DESCRIBED IN SECTION 162(M)(4)(C) OF THE CODE.
(S)
"RESTRICTED STOCK" MEANS RESTRICTED SHARES OF COMMON STOCK GRANTED
PURSUANT TO SECTION 6 OF THE PLAN.
(T)
"RESTRICTED STOCK UNIT" MEANS A RIGHT TO RECEIVE A SPECIFIED
NUMBER OF SHARES OF COMMON STOCK PURSUANT TO
SECTION 7(A).
(U)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(V)
"STOCK BONUS" MEANS THE RIGHT TO RECEIVE A BONUS OF COMMON STOCK
FOR PAST SERVICES PURSUANT TO SECTION 7(B) OF THE PLAN.
(W)
"STOCK OPTIONS" MEANS THE "NON-QUALIFIED STOCK OPTIONS" DESCRIBED
IN SECTION