OBJECTIVE FASHION THE MANNER OF
CALCULATING THE PERFORMANCE CRITERIA IT SELECTS TO USE FOR SUCH PERFORMANCE
PERIOD FOR SUCH PARTICIPANT.
(X)
"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 (I) IN THE EVENT OF, OR IN
ANTICIPATION OF, ANY UNUSUAL OR EXTRAORDINARY CORPORATE ITEM, TRANSACTION,
EVENT, OR DEVELOPMENT, OR (II) 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.
(Y)
"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.
(Z)
"PERFORMANCE SHARE" MEANS A RIGHT GRANTED TO A PARTICIPANT
PURSUANT TO ARTICLE 8, TO RECEIVE CASH, STOCK, OR OTHER AWARDS, THE PAYMENT OF
WHICH IS CONTINGENT UPON ACHIEVING CERTAIN PERFORMANCE GOALS ESTABLISHED BY THE
COMMITTEE.
(AA)
"PLAN" MEANS THIS AVIZA TECHNOLOGY, INC. SECOND AMENDED AND
RESTATED 2005 STOCK PLAN, AS IT MAY BE AMENDED FROM TIME TO TIME.
(BB)
"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.
5
(CC)
"RESTRICTED STOCK" MEANS STOCK AWARDED TO A PARTICIPANT PURSUANT TO
ARTICLE 6 THAT IS SUBJECT TO CERTAIN RESTRICTIONS AND TO RISK OF FORFEITURE.
(DD)
"RESTRICTED STOCK UNIT" MEANS A RIGHT TO RECEIVE A SPECIFIED NUMBER
OF SHARES OF STOCK DURING SPECIFIED TIME PERIODS PURSUANT TO ARTICLE 8.
(EE)
"STOCK" MEANS THE COMMON STOCK OF THE COMPANY AND SUCH OTHER
SECURITIES OF THE COMPANY THAT MAY BE SUBSTITUTED FOR STOCK PURSUANT TO ARTICLE
11.
(FF)
"STOCK APPRECIATION RIGHT" OR "SAR" MEANS A RIGHT GRANTED
PURSUANT TO ARTICLE 7 TO RECEIVE A PAYMENT EQUAL TO THE EXCESS OF THE FAIR
MARKET VALUE OF A SPECIFIED NUMBER OF SHARES OF STOCK ON THE DATE THE SAR IS
EXERCISED OVER THE FAIR MARKET VALUE ON THE DATE THE SAR WAS GRANTED AS SET
FORTH IN THE APPLICABLE AWARD AGREEMENT.
(GG)
"STOCK PAYMENT" MEANS (A) A PAYMENT IN THE FORM OF SHARES OF STOCK,
OR (B) AN OPTION OR OTHER RIGHT TO PURCHASE SHARES OF STOCK, AS PART OF ANY
BONUS, DEFERRED COMPENSATION OR OTHER ARRANGEMENT, MADE IN LIEU OF ALL OR ANY
PORTION