OR OTHER BUSINESS
UNIT AS MAY BE SELECTED BY THE COMMITTEE. FOR PURPOSES OF THE PLAN, ANY
FINANCIAL PERFORMANCE MEASURES APPLICABLE TO A PERFORMANCE AWARD SHALL BE
CALCULATED IN ACCORDANCE WITH THE COMPANY'S PAST ACCOUNTING PRACTICES.
PERFORMANCE MEASURES MAY BE ONE OR MORE OF THE FOLLOWING, AS DETERMINED BY THE
COMMITTEE: (1) COST OF SALES, (2) EARNINGS PER SHARE, (3) CASH FLOW (INCLUDING
BUT NOT LIMITED TO NET OPERATING CASH FLOW, FREE CASH FLOW AND CASH FLOW RETURN
ON CAPITAL), (4) MARKETING AND SALES EXPENSES, (5) NET INCOME OR NET EARNINGS
(BEFORE OR AFTER TAXES), (6) OPERATING MARGIN, (7) PRODUCT APPROVALS,
(8) PRODUCT SALES, (9) PROJECTS IN CLINICAL OR PRECLINICAL DEVELOPMENT,
(10) REGULATORY FILINGS, (11) RESEARCH AND DEVELOPMENT EFFORTS, (12) WORKING
CAPITAL, (13) REVENUE, (14) ACHIEVEMENT OF SPECIFIED MILESTONES IN THE
DISCOVERY, DEVELOPMENT, COMMERCIALIZATION, OR MANUFACTURING OF ONE OR MORE OF
THE COMPANY'S PRODUCTS
A-23
AND/OR SERVICES, (15) EXPENSE TARGETS, (16) PERSONAL MANAGEMENT OBJECTIVES, (17)
SHARE PRICE (INCLUDING, BUT NOT LIMITED TO, GROWTH MEASURES AND TOTAL
SHAREHOLDER RETURN), (18) OPERATING EFFICIENCY, (19) GROSS MARGIN, (20) RETURN
MEASURES (INCLUDING, BUT NOT LIMITED TO, RETURN ON ASSETS, CAPITAL, EQUITY, OR
SALES), (21) PRODUCTIVITY RATIOS, (22) OPERATING INCOME, (23) NET OPERATING
INCOME, (24) NET OPERATING PROFIT, (25) EARNINGS BEFORE OR AFTER INTEREST,
TAXES, DEPRECIATION, AND/OR AMORTIZATION, (26) ECONOMIC VALUE ADDED, (27) MARKET
SHARE, (28) CUSTOMER SATISFACTION, (29) JOINT VENTURES, CORPORATE PARTNERSHIPS
AND STRATEGIC ALLIANCES, (30) SPIN-OFFS, SPLIT UPS AND THE LIKE, (31)
REORGANIZATIONS, (32) STRATEGIC INVESTMENTS OR RECAPITALIZATIONS,
RESTRUCTURINGS, FINANCINGS (ISSUANCE OF DEBT OR EQUITY) OR REFINANCINGS, (33)
ACQUISITIONS OR DIVESTITURES, (34) ORGANIZATIONAL REALIGNMENTS, (35)
INFRASTRUCTURE CHANGES, (36) ASSETS AND (37) DEBT REDUCTION. THE PERFORMANCE
MEASURES AND PERFORMANCE GOALS MAY DIFFER FROM PARTICIPANT TO PARTICIPANT AND
FROM AWARD TO AWARD. ANY CRITERIA USED MAY BE MEASURED, AS APPLICABLE, (A) IN
ABSOLUTE TERMS, (B) IN RELATIVE TERMS (INCLUDING, BUT NOT LIMITED TO, PASSAGE OF
TIME AND/OR AGAINST ANOTHER COMPANY OR COMPANIES), (C) ON A PER-SHARE BASIS,
(D) AGAINST THE PERFORMANCE OF THE COMPANY AS A WHOLE OR A SEGMENT OF THE
COMPANY AND/OR (E) ON A PRE-TAX OR AFTER-TAX BASIS.
PARTIAL ACHIEVEMENT OF THE
SPECIFIED CRITERIA MAY RESULT IN A PAYMENT OR VESTING CORRESPONDING TO THE
DEGREE OF ACHIEVEMENT AS SPECIFIED IN THE APPLICABLE AWARD AGREEMENT.
(II)
PERFORMANCE TARGETS. PERFORMANCE TARGETS MAY INCLUDE A MINIMUM,
MAXIMUM, TARGET LEVEL AND INTERMEDIATE LEVELS OF PERFORMANCE, WITH THE FINAL
VALUE OF A PERFORMANCE AWARD DETERMINED UNDER THE APPLICABLE PERFORMANCE AWARD
FORMULA BY THE LEVEL ATTAINED DURING THE APPLICABLE PERFORMANCE PERIOD. A
PERFORMANCE TARGET MAY BE STATED AS AN ABSOLUTE VALUE OR AS A VALUE DETERMINED
RELATIVE TO A STANDARD SELECTED BY THE COMMITTEE.
(III)
ADJUSTMENTS. TO THE EXTENT COMPLIANT WITH SECTION 162(M) OF THE
CODE, AT THE TIME OF THE GRANT OF ANY PERFORMANCE AWARD, THE COMMITTEE IS
AUTHORIZED TO DETERMINE WHETHER, WHEN CALCULATING THE ATTAINMENT OF PERFORMANCE
GOALS FOR A PERFORMANCE PERIOD: (I) TO EXCLUDE RESTRUCTURING AND/OR OTHER
NONRECURRING CHARGES; (II) TO EXCLUDE EXCHANGE RATE EFFECTS, AS APPLICABLE, FOR
NON-U.S. DOLLAR DENOMINATED NET SALES AND