OR SUCH DIVISION 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.
ADJUSTMENTS, IF ANY, SHALL BE MADE SOLELY FOR THE PURPOSE OF PROVIDING A
CONSISTENT BASIS FROM PERIOD TO PERIOD FOR THE CALCULATION OF PERFORMANCE
MEASURES IN ORDER TO PREVENT THE DILUTION OR ENLARGEMENT OF THE PARTICIPANT'S
RIGHTS WITH RESPECT TO A PERFORMANCE AWARD. 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 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 PROFIT, (24)
EARNINGS BEFORE OR AFTER INTEREST, TAXES, DEPRECIATION, AND/OR AMORTIZATION,
(25) ECONOMIC VALUE ADDED, (26) MARKET SHARE, (27) CUSTOMER SATISFACTION, (28)
JOINT VENTURES, CORPORATE PARTNERSHIPS AND STRATEGIC ALLIANCES, (29) SPIN-OFFS,
SPLIT UPS AND THE LIKE, (30) REORGANIZATIONS, (31) STRATEGIC INVESTMENTS OR
RECAPITALIZATIONS, RESTRUCTURINGS, FINANCINGS (ISSUANCE OF DEBT OR EQUITY) OR
REFINANCINGS, (32) ACQUISITIONS OR DIVESTITURES, (33) ORGANIZATIONAL
REALIGNMENTS, (34) INFRASTRUCTURE CHANGES, AND (35) ASSETS. 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
23
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.
(E)
SETTLEMENT OF PERFORMANCE AWARDS.
(I)
DETERMINATION OF FINAL VALUE. AS SOON AS PRACTICABLE FOLLOWING
THE COMPLETION OF THE PERFORMANCE PERIOD APPLICABLE TO A