PERFORMANCE LEVEL" MEANS THAT
PERFORMANCE LEVEL AS DESCRIBED IN SECTION 4.3.
2.17
"PARTICIPANT" MEANS A PERSON WHO IS GRANTED A
PERFORMANCE AWARD.
2.18
"PBT" MEANS PROFIT BEFORE TAXES AS INDICATED IN
THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR VDGC CONSOLIDATED OR A
DIVISION, AS APPLICABLE, FOR THE RELEVANT PERIOD.
2.19
"PERFORMANCE AWARD" MEANS AN INCENTIVE
COMPENSATION OPPORTUNITY GRANTED UNDER THE PLAN.
2
2.20
"PERFORMANCE GOALS" MEANS THE CRITERIA
ESTABLISHED BY THE BOARD, THE COMPANY'S CEO OR COO, AS APPLICABLE, FOR A FISCAL
YEAR AS THE BASIS FOR DETERMINING THE AMOUNT PAYABLE TO A PARTICIPANT UNDER A
PERFORMANCE AWARD.
2.21
"PLAN" MEANS THE VERITAS DGC INC. GLOBAL
MANAGEMENT INCENTIVE PLAN SET FORTH IN THIS DOCUMENT, AS AMENDED FROM TIME TO
TIME.
2.22
"PROFIT PLAN" MEANS THE PROFIT PLAN FOR THE
COMPANY AND FOR EACH DIVISION OF THE COMPANY AS APPROVED BY THE BOARD.
ANY
CHANGES TO THE PROFIT PLAN USED FOR THE CALCULATION OF PERFORMANCE AWARDS UNDER
THE PLAN MUST BE APPROVED BY THE BOARD.
2.23
"RETIREMENT" MEANS THE SEPARATION FROM SERVICE OF
A PARTICIPANT AFTER HE HAS ATTAINED THE AGE OF 62 YEARS WITH AT LEAST 10 YEARS
OF SERVICE WITH THE COMPANY.
2.24
"ROI" means Return on Investment as calculated
from the Company's consolidated financial statements for the Company (referred
to as "VDGC Consolidated") for the relevant period.
2.25
"SEPARATION FROM SERVICE" MEANS THE TERMINATION
OF THE EMPLOYMENT RELATIONSHIP BETWEEN THE PARTICIPANT AND THE COMPANY AND
ENTITIES THAT ARE TREATED AS A SINGLE EMPLOYER TOGETHER WITH THE COMPANY UNDER
SECTION 414 OF THE CODE FOR CERTAIN EMPLOYEE BENEFIT PURPOSES.
2.26
"TARGET BONUS PERCENTAGE" MEANS THE PERCENTAGE OF
BASE SALARY THAT THE COMPANY INTENDS TO PAY THE PARTICIPANT AS SET FORTH IN
SECTION 4.2 HEREOF.
IF A PARTICIPANT'S TARGET BONUS PERCENTAGE CHANGES DURING A
FISCAL YEAR, THE TARGET BONUS PERCENTAGE WILL BE PRORATED MONTHLY, WITH THE SAME
PRORATION RULES AS THOSE USED FOR BASE SALARY AS SET FORTH IN SECTION 2.2
HEREOF.
2.27
"TARGET PERFORMANCE LEVEL" MEANS THAT PERFORMANCE
LEVEL AS DESCRIBED IN SECTION 4.3.
2.28
"THRESHOLD PERFORMANCE LEVEL" MEANS THAT
PERFORMANCE LEVEL AS DESCRIBED IN SECTION 4.3.
ARTICLE 3
ELIGIBILITY
The individuals who shall be eligible to receive Performance Awards during a
Fiscal Year shall be those full-time officers of the Company and such other
employees as recommended by the CEO to the Committee or as designated by the
Committee; provided, however, that any such employee who participates in any
other bonus plan maintained by the Company shall not be eligible to participate
in this Plan.
3
ARTICLE 4
PERFORMANCE AWARDS
4.1
GRANTS OF PERFORMANCE AWARDS.
THE BOARD OR
COMMITTEE MAY GRANT A PERFORMANCE AWARD TO AN ELIGIBLE PARTICIPANT.
PERFORMANCE
AWARDS MAY VARY AMONG PARTICIPANTS.
THE FACT THAT A PARTICIPANT IS GRANTED A
PERFORMANCE AWARD DURING A FISCAL YEAR SHALL NOT ENTITLE HIM TO HAVE ANOTHER
PERFORMANCE AWARD GRANTED TO HIM DURING ANY OTHER FISCAL YEAR.
THE COMMITTEE
SHALL RETAIN DOCUMENTATION RELATING TO ALL PERFORMANCE AWARDS AND THE APPLICABLE
PERFORMANCE GOALS.
4.2
ESTABLISHMENT OF FINANCIAL GOALS AND
BUSINESS