TO SUCH AN AWARD DOES NOT COMPLY OR IS INCONSISTENT WITH
SECTION 162(M), SUCH PROVISION SHALL BE CONSTRUED OR DEEMED AMENDED TO THE
EXTENT NECESSARY TO CONFORM TO SUCH REQUIREMENTS, AND NO PROVISION SHALL BE
DEEMED TO CONFER UPON THE BOARD DISCRETION TO INCREASE THE AMOUNT OF
COMPENSATION OTHERWISE PAYABLE TO A COVERED OFFICER IN CONNECTION WITH ANY SUCH
AWARD UPON THE ATTAINMENT OF THE PERFORMANCE CRITERIA ESTABLISHED BY THE BOARD.
(B)
THE BOARD MAY GRANT PERFORMANCE AWARDS TO COVERED OFFICERS BASED
SOLELY UPON THE ATTAINMENT OF PERFORMANCE TARGETS RELATED TO ONE OR MORE
PERFORMANCE GOALS SELECTED BY THE BOARD FROM AMONG THE GOALS SPECIFIED BELOW.
FOR THE PURPOSES OF THIS SECTION 11, PERFORMANCE GOALS SHALL BE LIMITED TO ONE
OR MORE OF THE FOLLOWING COMPANY, SUBSIDIARY, OPERATING UNIT, BUSINESS SEGMENT
OR DIVISION FINANCIAL PERFORMANCE MEASURES:
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(I)
FUNDS FROM OPERATIONS OR ADJUSTED FUNDS FROM OPERATIONS;
(II)
OPERATING INCOME OR PROFIT;
(III)
OPERATING EFFICIENCIES;
(IV)
RETURN ON EQUITY, ASSETS, CAPITAL, CAPITAL EMPLOYED OR INVESTMENT;
(V)
NET INCOME;
(VI)
EARNINGS PER SHARE;
(VII)
UTILIZATION;
(VIII)
GROSS PROFIT;
(IX)
STOCK PRICE OR TOTAL SHAREHOLDER RETURN;
(X)
NET ASSET GROWTH;
(XI)
DEBT REDUCTION;
(XII)
STRATEGIC BUSINESS OBJECTIVES, CONSISTING OF ONE OR MORE
OBJECTIVES BASED ON MEETING SPECIFIED COST TARGETS, BUSINESS EXPANSION GOALS AND
GOALS RELATING TO ACQUISITIONS OR DIVESTITURES; OR
(XIII)
ANY COMBINATION THEREOF.
Each goal may be expressed on an absolute and/or relative basis, may be based on
or otherwise employ comparisons based on internal targets, the past performance
of the Company or any Subsidiary, operating unit, business segment or division
of the Company and/or the past or current performance of other companies, and in
the case of earnings-based measures, may use or employ comparisons relating to
capital, shareholders' equity and/or Shares outstanding, or to assets or net
assets.
The Board may appropriately adjust any evaluation of performance under
criteria set forth in this Section 11(b) to exclude any of the following events
that occurs during a performance period:
(i) asset write-downs, (ii) litigation
or claim judgments or settlements, (iii) the effect of changes in tax law,
accounting principles or other such laws or provisions affecting reported
results, (iv) accruals for reorganization and restructuring programs and (v) any
extraordinary non-recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in management's discussion and analysis of financial
condition and results of operations appearing in the Company's annual report to
shareholders for the applicable year.
(C)
TO THE EXTENT NECESSARY TO COMPLY WITH SECTION 162(M), WITH
RESPECT TO GRANTS OF PERFORMANCE AWARDS, NO LATER THAN 90 DAYS FOLLOWING THE
COMMENCEMENT OF EACH PERFORMANCE PERIOD (OR SUCH OTHER TIME AS MAY BE REQUIRED
OR PERMITTED BY SECTION 162(M) OF THE CODE), THE BOARD SHALL, IN WRITING,
(1) SELECT THE PERFORMANCE GOAL OR GOALS APPLICABLE TO THE PERFORMANCE PERIOD,
(2) ESTABLISH THE VARIOUS TARGETS AND BONUS AMOUNTS WHICH MAY BE EARNED FOR SUCH
PERFORMANCE PERIOD, AND (3) SPECIFY THE RELATIONSHIP BETWEEN PERFORMANCE GOALS
AND
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TARGETS AND THE AMOUNTS TO BE EARNED