qualitative criteria (the Individual Criteria). With respect to any Participant who is employed by a Business Unit, the Quantitative Criteria may be based on the results of such Business Unit, consolidated results of the Company, or any combination of the two;
(b) a Performance Threshold with respect to each Target, applicable to one or more Quantitative Criteria or Individual Criteria;
(c) either (i) a Base Salary Percentage, or (ii) fixed monetary amounts, which, in each case, shall be payable as an Award in the event that 100% of such Participants Targets are achieved; and
(d) a mathematical formula or matrix that shall contain weighting for each Target and indicate the extent to which Awards will be paid if such Participants Performance Thresholds with respect to his or her Targets are achieved or exceeded.
The Committee may make such adjustments, to the extent it deems appropriate, to the Targets and Performance Thresholds to compensate for, or to reflect, any material changes which may have occurred in accounting practices, tax laws, other laws or regulations, the financial structure of the Company, acquisitions or dispositions of Business Units or any unusual circumstances outside of managements control which, in the sole judgment of the Committee, alters or affects the computation of such Targets and Performance Thresholds or the performance of the Company or any relevant Business Unit (each an Extraordinary Event).
Section 7. Calculation of Awards; Certification; Payment; Deferral. As soon as practicable after the end of the Performance Period, and subject to any necessary verification, the Committee shall determine with respect to each Participant whether and the extent to which the Performance Thresholds applicable to such Participants Targets were achieved or exceeded. Such Participants Award, if any, shall be calculated in accordance with the mathematical formula or matrix determined pursuant to Section 6. The Committee shall certify the amount of such Award and whether each material term of the Plan relating to such Award has been satisfied. Such Award shall become payable in cash as promptly as practicable thereafter, provided, however, that any Award shall be paid within 2 1⁄2 months of the end of the Fiscal Year in which the Award is no longer subject to a risk of forfeiture.
Section 8. Modifications to Awards. At any time prior to the payment of an Award, the Committee may, in its sole discretion, increase, decrease or eliminate the Award payable to any Participant. The Committee may make such adjustments, to the extent it deems appropriate to any Award to compensate for, or to reflect, any Extraordinary Event. The determination of the Committee as to matters set forth in this Section 8 shall be final and conclusive.
Section 9. Adjustment; Repayment of Awards. All Awards paid or to be paid under the Plan are subject to rescission, cancellation or recoupment, in whole or in part, under any current or future clawback or similar policy of the Company that is applicable to the Participant.
Section 10. Employment Requirement. No Participant shall have any right to receive payment of any Award unless such Participant remains in the employ of the Company or a Business Unit through the date of payment of such Award; provided, however, that the Committee may, in its sole discretion, pay all or any part of an Award to any Participant who,