downs; acquisition-related charges; litigation, claim judgments, settlements or tax settlements; the effects of changes in tax law, changes in accounting principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs; unrealized gains or losses on investments; disposals and exit activities; goodwill; intangibles; and long-lived assets);
(iv) To designate Covered Individuals and to determine the annual incentive payments under the Plan (Annual Incentive Payments), if any, to be made to such Covered Individuals;
(v) To prescribe and amend the terms of any agreements or other documents under the Plan;
(vi) To interpret and construe the Plan, any rules and regulations established by the Committee under the Plan, and the terms and conditions of any Annual Incentive Payment provided hereunder, and to make exceptions to any such provisions in good faith and for the benefit of the Company; and
(vii) To make all other determinations deemed necessary or advisable for the administration of the Plan.
(c) All decisions, determinations, and interpretations by the Committee regarding the Plan and Annual Incentive Payments shall be final and binding on all Covered Individuals. The Committee shall consider such factors, as it deems relevant to making such decisions, determinations, and interpretations, including, without limitation, the recommendations or advice of any director, officer, or employee of the Company and such attorneys, consultants and accountants as it may select.
(a) Performance Goals and Objectives. A Covered Individuals Annual Incentive Payment will be based on the attainment of performance goals and objectives as determined by the Committee for such Covered Individual in its sole discretion with respect to each performance period. Different Covered Individuals may have different performance goals and objectives. The performance goals and objectives for any Covered Individual may include any one or more of the following performance criteria, measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, on a GAAP or non-GAAP basis in the case of certain financial metrics, on a company-wide basis or with respect to one or more business units, divisions, affiliates, or segments, to previous years results or to a designated comparison group, in each case as specified and weighted by the Committee: (i) cash flow, (ii) earnings per share, (iii) earnings before one or more of interest, taxes, depreciation, and amortization, (iv) return on equity, (v) total stockholder return, (vi) share price performance, (vii) return on capital, (viii) return on assets or net assets, (ix) revenue, (x) income or net income, (xi) operating income or net operating income, (xii) operating profit or net operating profit, (xiii) gross margin, operating margin,