Prior to, or reasonably promptly following the commencement of, each Performance Period, the Committee will establish in writing (1) the duration of the Performance Period, (2) the specific performance goals (the Performance Goals) that will apply to the Plan during that Performance Period, and (3) a formula for determining the amounts that may be payable based upon the level of attainment of the Performance Goals for that Performance Period.
The Committee has sole discretion to establish the Performance Goals for a particular Performance Period, which may include, without limitation, one or more of the following: an economic value-added measure; safety; earnings per share; stockholder return or total stockholder return; earnings or earnings before interest, taxes and amortization; stock price; return on equity; return on total capital; return on invested capital; return on assets or net assets; revenue; reduction of expenses; cash flow; income or net income; operating income or net operating income; operating profit or net operating profit; operating margin or profit margin; return on operating revenue; or market segment share.
For any Performance Period, the Performance Goals may apply to the performance of the Company or one or more of its divisions, subsidiaries, or lines of business. In addition, each Performance Goal may be measured on an absolute basis or relative to a group of peer companies selected by the Committee, relative to internal goals or industry benchmarks, or relative to levels attained in prior years. The Performance Goals (or the weighting of particular Performance Goals) for a given Performance Period may differ among participants.
The Committee may change the Performance Goals (and the specific targets associated with those Performance Goals) each Performance Period. The Committee may also specify in advance the types of adjustments that will be made to the calculation of a Performance Goal with respect to that Performance Period, which may include, without limitation, adjustments related to asset write-downs; acquisition-related charges; litigation or claim judgments or settlements; the effects of changes in tax laws, accounting standards or principles, or other laws or regulatory rules affecting reported results; accruals for reorganization and restructuring programs; unrealized gains or losses on investments; changes related to the acquisition or disposition of assets; unusual or infrequently occurring items, as those defined in FASB ASC Topic 225 (or any successor provision), less the amount of related income taxes; or any other unusual events.
|VI. || |
INDIVIDUAL AWARD OPPORTUNITIES
Within the same timeframe provided in Article V, the Committee will establish individual award opportunities for each Officer who is designated a participant and the CEO will establish individual award opportunities for each Other Participant who is named as a participant for that Performance Period. These target awards will be determined based upon each eligible participants base salary in effect on that date multiplied by the target percent associated with his or her position within the Company (each, a Target Award).