(l) Target Award means the target award, at 100% target level of achievement, payable under the Plan to a Participant for the Performance Period, as determined by the Committee in accordance with Section 3(b).
3. Selection of Participants and Determination of Awards.
(a) Selection of Participants. The Committee, in its sole discretion, will select the Employees who will be Participants for any Performance Period. Participation in the Plan is in the sole discretion of the Committee, on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period or Periods.
(b) Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant, which may be a percentage of a Participants annual base salary as of the beginning or end of the Performance Period or a fixed dollar amount.
(c) Bonus Pool. Each Performance Period, the Committee, in its sole discretion, will establish a Bonus Pool, which pool may be established before, during or after the applicable Performance Period. Actual Awards will be paid from the Bonus Pool.
(d) Discretion to Modify Awards. Notwithstanding any contrary provision of the Plan, the Committee may, in its sole discretion and at any time, (i) increase, reduce or eliminate a Participants Actual Award, and/or (ii) increase, reduce or eliminate the amount allocated to the Bonus Pool. The Actual Award may be below, at or above the Target Award, in the Committees discretion. The Committee may determine the amount of any reduction on the basis of such factors as it deems relevant, and will not be required to establish any allocation or weighting with respect to the factors it considers.
(e) Discretion to Determine Criteria. Notwithstanding any contrary provision of the Plan, the Committee will, in its sole discretion, determine the performance goals applicable to any Target Award which may include, without limitation: (i) attainment of research and development milestones, (ii) billings, (iii) bookings, (iv) business divestitures and acquisitions, (v) cash flow, (vi) cash position, (vii) contract awards or backlog, (viii) customer-related measures, (ix) customer retention rates from an acquired company, business unit or division, (x) earnings (which may include earnings before interest, taxes, depreciation and amortization, earnings before taxes and net earnings), (xi) earnings per share, (xii) expenses, (xiii) gross margin, (xiv) growth in stockholder value relative to the moving average of the S&P 500 Index or another index, (xv) internal rate of return, (xvi) inventory turns, (xvii) inventory levels, (xviii) market share, (xix) net billings (xx) net income, (xx1) net profit, (xxii) net sales, (xxiii) new product development, (xxiv) new product invention or innovation, (xxv) number of customers, (xxvi) operating cash flow, (xxvii) operating expenses, (xxviii) operating income, (xxvix) operating margin, (xxx) overhead or other expense reduction, (xxxi) product defect measures, (xxxii) product release timelines, (xxxiii) productivity, (xxxiv) profit, (xxxv) return on assets, (xxxvi) return on capital, (xxxvii) return on equity, (xxxviii) return on investment, (xxxix) return on sales, (xl) revenue, (xli) revenue growth, (xlii) sales results, (xliii) sales growth, (xliv) stock price, (xlv) time to market, (xlvi) total stockholder return, (xlvii) working capital, (xlviii) individual objectives such as MBOs, peer reviews or other subjective or objective criteria, (xlix) diversity metrics, (l) employee retention, (li) adherence to core values, and (lii) employee-satisfaction related measures (i.e. employee engagement survey results, etc.). As determined by the Committee, the performance goals may be based on GAAP or Non-GAAP results and any actual results may be adjusted by the Committee for one-time items, unbudgeted or unexpected items and/or payments of Actual Awards under the Plan when determining whether the performance goals have been met. The goals may be on the basis of any factors the Committee determines relevant, and may be on an individual, divisional, business unit or Company-wide basis. The performance goals may differ from Participant to Participant and from award to award. Failure to meet the goals will result in a failure to earn the Target Award, except as provided in Section 3(d).