Selection of Participants and Determination of Awards Clause Example with 26 Variations from Business Contracts

Selection of Participants and Determination of Awards. (a) 4.1 Selection of Participants. The Committee, in its sole discretion, Administrator will select the Employees who will be Participants for any Performance Period. Participation in the Plan is in the sole discretion of the Committee, will be 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 Performance Pe...riods. (b) No Employee will have the right to be selected to receive an award under this Plan or, if so selected, to be selected to receive a future award. 4.2 Determination of Target Awards. The Committee, in its sole discretion, will Administrator may establish a Target Award for each Participant (which may be expressed as a percentage of a Participant's average annual base salary for the Performance Period or a fixed dollar amount or such other amount or based on such other formula or factors as the Committee Administrator determines). (c) 4.3 Bonus Pool. Each Performance Period, the Committee, in its sole discretion, will Administrator may 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) Pool (if a Bonus Pool has been established). 4.4 Discretion to Modify Awards. Notwithstanding any contrary provision of the Plan, the Committee may, in its sole discretion and Administrator, at any time, (i) time prior to payment of an Actual Award, may: (a) increase, reduce or eliminate a Participant's Actual Award, and/or (ii) (b) increase, reduce or eliminate the amount allocated to the Bonus Pool. The Actual Award may be below, at or above the Target Award, in as determined by the Committee's discretion. Administrator. The Committee Administrator may determine the amount of any increase, reduction reduction, or elimination based on the basis of such factors as it deems relevant, relevant and will not be required to establish any allocation or weighting with respect to the factors it considers. (e) 4.5 Discretion to Determine Criteria. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, Administrator will determine the performance goals (if any) goals, if any, applicable to any Target Award (or portion thereof) which may include, without limitation, (i) attainment of goals related to: research and development milestones; regulatory milestones or regulatory-related goals; asset development milestones; development of platform capabilities; technology breakthroughs; gross margin; financial milestones, (ii) sales bookings, (iii) new product or business divestitures and acquisitions, (iv) development; operating margin, product release timelines or other product release milestones; publications; cash flow, (v) cash position, (vi) earnings (which may include any calculation of earnings, including but not limited to earnings before interest leadership development; employee engagement; cultural stewardship and taxes, earnings before taxes, earnings before interest, taxes, depreciation growth: project, function or portfolio-specific milestones; license or research collaboration agreements; capital raising; initial public offering preparations; patentability; and amortization and net earnings), (vii) earnings per share, (viii) net income, (ix) net profit, (x) net sales, (xi) operating cash flow, (xii) operating expenses, (xiii) operating income, (xiv) operating margin, (xv) overhead or other expense reduction, (xvi) product defect measures, (xvii) product release timelines, (xviii) productivity, (xix) profit, (xx) return on assets, (xxi) return on capital, (xxii) return on equity, (xxiii) return on investment, (xxiv) return on sales, (xxv) revenue, (xxvi) revenue growth, (xxvii) sales results, (xviii) sales growth, (xxix) stock price, (xxx) time to market, (xxxi) total stockholder return, (xxxii) working capital, and (xxxiii) individual objectives such as MBOs, peer reviews or other subjective or objective criteria. As determined by the Committee, Administrator, the performance goals may be based on U.S. generally accepted accounting principles ("GAAP") or non-GAAP results and any actual results may be adjusted by the Committee Administrator for one-time items or -4- unbudgeted or unexpected items and/or payments of Actual Awards under the Plan when determining whether the performance goals have been met. The performance goals may be based on the basis of any factors the Committee Administrator determines relevant, and may be including without limitation on an individual, divisional, portfolio, project, business unit unit, segment, or Company-wide basis. Any criteria used may be measured on such basis as the Committee Administrator determines, including but not limited to, as applicable, (A) without limitation: (i) in absolute terms, (B) (ii) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (C) (iii) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) (iv) on a per-share basis, (E) (v) against the performance of the Company as a whole or a segment of the Company and/or (F) (vi) on a pre-tax or after-tax basis. The performance goals may differ from Participant to Participant and from award to award. Failure to meet the applicable performance goals will result in a failure to earn the Target Award, except as provided in Section 3(d). 4.4. The Committee Administrator also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in as determined by the sole discretion of the Committee. Administrator. View More

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. Employees chosen as Participant...s in any Performance Periods. Period will continue to be Participants in all further Performance Periods until such time as the Committee determines that they will no longer participate in any additional Performance Periods or until such time that such Employee no longer qualifies as an Employee under the Plan; provided that nothing in this Section 3(a) shall entitle any such Employee to a Target Award or an Actual Award unless such Target Award or Actual Award is approved by the Committee or any delegate thereof in accordance with the terms of this Plan. (b) Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which Participant, which may be expressed as a percentage of a Participant's average annual base salary for as of the beginning or end of the Performance Period or a fixed dollar amount or such any other amount or based on such other formula as metric deemed reasonable by the Committee determines). Committee. (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 Participant's Actual Award, and/or (ii) increase, reduce or eliminate the amount allocated to the Bonus Pool. Award. The Actual Award may be below, at or above the Target Award, in the Committee's sole discretion. The Committee may determine the amount of any increase, reduction or elimination modification 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) (d) Discretion to Determine Criteria. Notwithstanding any contrary provision of the Plan, the Committee, Committee will, in its sole discretion, will determine the performance goals (if any) applicable to any Target Award (or portion thereof) which may include, without limitation, (i) attainment of research earnings (including earnings per share and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) cash position, (vi) earnings (which may include any calculation of earnings, including but not limited to net earnings); earnings before interest interest, taxes and taxes, earnings before taxes, depreciation; earnings before interest, taxes, depreciation and amortization and net earnings), (vii) earnings per share, (viii) net income, (ix) net profit, (x) net sales, (xi) operating cash flow, (xii) operating expenses, (xiii) operating income, (xiv) operating margin, (xv) overhead amortization; total stockholder return; return on equity or other expense reduction, (xvi) product defect measures, (xvii) product release timelines, (xviii) productivity, (xix) profit, (xx) average stockholder's equity; return on assets, (xxi) return on capital, (xxii) return on equity, (xxiii) return on investment, (xxiv) return on sales, (xxv) revenue, (xxvi) or capital employed; stock price; margin (including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue growth, (xxvii) sales results, (xviii) sales growth, (xxix) stock price, (xxx) time targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer satisfaction; stockholders' equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of net income or operating income; billings; financing; regulatory milestones; stockholder liquidity; corporate governance and compliance; intellectual property; personnel matters; progress of internal research; progress of partner programs; partner satisfaction; budget management; partner or collaborator achievements; internal controls, including those related to market, (xxxi) total stockholder return, (xxxii) working capital, the Sarbanes-Oxley Act of 2002; investor relations, analysts and (xxxiii) individual objectives such as MBOs, peer reviews communication; implementation or completion of projects or processes; employee retention; number of users, including unique users; strategic partnerships or transactions; establishing relationships with respect to the marketing, distribution and sale of the Company's products; achievement of budget targets, achievement of ACV targets, NPS scores, renewal metrics or other subjective similar metrics, supply chain achievements; co-development, co-marketing, profit sharing, joint venture or objective criteria. other similar arrangements; individual performance goals; corporate development and planning goals; and other measures of performance selected by the Committee. As determined by the Committee, the performance goals may be based on generally accepted accounting principles ("GAAP") GAAP or non-GAAP Non-GAAP results and any actual results may be adjusted by the Committee for one-time items or 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, departmental, divisional, business unit or Company-wide basis. Any criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, (A) in absolute terms, (B) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) on a per-share basis, (E) against the performance of the Company as a whole or a segment of the Company and/or (F) on a pre-tax or after-tax basis. The performance goals may differ from Participant to Participant and from award to award. Failure to meet the goals will set by the Committee for such Participant may result in a failure to earn earn, or a reduction in, the Target Actual Award, except as provided in Section 3(d). The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee. 3(c). View More

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 Performance Periods. (b) Determination o...f Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which Participant, which may be expressed as a percentage of a Participant's average annual base salary for as of the beginning or end of the Performance Period or a fixed dollar amount or such other amount or based on such other formula as the Committee determines). 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 Participant's 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 Committee's discretion. The Committee may determine the amount of any increase, reduction or elimination 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, Committee will, in its sole discretion, will determine the performance goals (if any) applicable to any Target Award (or portion thereof) which may include, without limitation, (i) attainment of research limitation earnings (including earnings per share and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) cash position, (vi) earnings (which may include any calculation of earnings, including but not limited to net earnings); earnings before interest interest, taxes and taxes, earnings before taxes, depreciation; earnings before interest, taxes, depreciation and amortization and net earnings), (vii) earnings per share, (viii) net income, (ix) net profit, (x) net sales, (xi) operating cash flow, (xii) operating expenses, (xiii) operating income, (xiv) operating margin, (xv) overhead amortization; total stockholder return; return on equity or other expense reduction, (xvi) product defect measures, (xvii) product release timelines, (xviii) productivity, (xix) profit, (xx) average stockholder's equity; return on assets, (xxi) return on capital, (xxii) return on equity, (xxiii) return on investment, (xxiv) return on sales, (xxv) revenue, (xxvi) or capital employed; stock price; margin (including gross margin); income (before or after taxes); operating income measures; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue growth, (xxvii) sales results, (xviii) sales growth, (xxix) stock price, (xxx) time targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; bookings measures; customer satisfaction; stockholders' equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of net income or operating income; billings; financing; regulatory milestones; stockholder liquidity; corporate governance and compliance; intellectual property; personnel matters; progress of internal research; progress of partnered programs; partner satisfaction; budget management; partner or collaborator achievements; internal controls, including those related to market, (xxxi) total stockholder return, (xxxii) working capital, the Sarbanes-Oxley Act of 2002; investor relations, analysts and (xxxiii) individual objectives such as MBOs, peer reviews communication; implementation or completion of projects or processes; employee retention; number of users, including unique users; strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); establishing relationships with respect to the marketing, distribution and sale of the Company's products; supply chain achievements; co-development, co-marketing, profit sharing, joint venture or other subjective or objective criteria. similar arrangements; individual performance goals; corporate development and planning goals. As determined by the Committee, the performance goals may be based on generally accepted accounting principles ("GAAP") GAAP or non-GAAP Non-GAAP results and any actual results may be adjusted by the Committee for one-time items or 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. Any criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, (A) in absolute terms, (B) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) on a per-share basis, (E) against the performance of the Company as a whole or a segment of the Company and/or (F) on a pre-tax or after-tax 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). The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee. 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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 Performance Periods. (b) Determination o...f Target Awards. The Committee, in its sole discretion, will may establish a Target Award for each Participant (which may be expressed as a percentage of a Participant's average annual base salary for the Performance Period or a fixed dollar amount or such other amount or based on such other formula as the Committee determines). The grant of a Target Award to a Participant does not guarantee any payment to Participant under the Plan, and shall not be construed as such. (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. Determination of Actual Awards will be paid from the Bonus Pool. (d) Award; Discretion to Modify Awards. The Committee shall have the sole discretion to determine the extent to which the performance criteria applicable to a Target Award has been satisfied and the amount of the Actual Award payable to the Participant (if any) based on the satisfaction of such performance criteria. Notwithstanding any contrary provision of the Plan, the Committee may, in its sole discretion and at any time, (i) increase, reduce or eliminate a Participant's Actual Award, and/or (ii) increase, reduce or eliminate the amount allocated to the Bonus Pool. Award. The Actual Award may be below, at or above the Target Award, in the Committee's discretion. The Committee may determine the amount of any increase, reduction or elimination 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) (d) Discretion to Determine Performance Criteria. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, will determine the performance goals (if any) applicable to any Target Award (or portion thereof) which may include, without limitation, (i) attainment of research and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) cash position, (vi) earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), (vii) earnings per share, (viii) net income, (ix) net profit, (x) net sales, (xi) operating cash flow, (xii) operating expenses, (xiii) operating income, (xiv) operating margin, (xv) overhead or other expense reduction, (xvi) product defect measures, (xvii) product release timelines, (xviii) productivity, (xix) profit, (xx) return on assets, (xxi) return on capital, (xxii) return on equity, (xxiii) return on investment, (xxiv) return on sales, (xxv) revenue, (xxvi) revenue growth, (xxvii) sales results, (xviii) sales growth, (xxix) stock price, (xxx) time to market, (xxxi) total stockholder return, (xxxii) working capital, and (xxxiii) individual objectives such as MBOs, peer reviews or other subjective or objective criteria. As determined by the Committee, the performance goals may be based on generally accepted accounting principles ("GAAP") or non-GAAP results and any actual results may be adjusted by the Committee for one-time items or unbudgeted or unexpected items and/or payments of Actual Awards under the Plan when determining whether the performance goals have been met. thereof). The goals may be on the basis of any factors the Committee determines relevant, and may be on an individual, divisional, business unit unit, segment or Company-wide basis. Any performance criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, (A) in absolute terms, (B) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) on a per-share basis, (E) against the performance of the Company as a whole or a segment of the Company and/or (F) on a pre-tax or after-tax basis. determines. 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). The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee. 2 4. Payment of Awards. (a) Right to Receive Payment. Each Actual Award will be paid solely from the general assets of the Company. Nothing in the Plan will be construed to create a trust or to establish or evidence any Participant's claim of any right other than as an unsecured general creditor with respect to any payment to which he or she may be entitled. (b) Timing of Payment. Payment of each Actual Award shall be made as soon as practicable after the end of the Performance Period to which the Actual Award relates and after the Actual Award is approved by the Committee, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Performance Period ends. Unless otherwise determined by the Committee, to earn an Actual Award a Participant must be employed by the Company or any Affiliate on the date the Actual Award is paid. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) will not be deemed a termination of employment. (c) Form of Payment. Each Actual Award will be paid in cash (or its equivalent) in a single lump sum. View More

Selection of Participants and Determination of Awards. (a) Selection of Participants. The Committee, in its sole discretion, will select the Employees Executives 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 Executive who is a Participant for a given Performance Period in no way is not guaranteed or assured of being selected for participation in any subsequent Performance Period or Performance Per...iods. (b) Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which may be expressed as a percentage of a Participant's average annual base salary for the Performance Period or a fixed dollar amount or such other amount or based on such other formula as the Committee determines). (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 Participant's Actual Award, and/or (ii) increase, reduce or eliminate the amount allocated to the Bonus Pool. Award. The Actual Award may be below, at or above the Target Award, in the Committee's discretion. The Committee may determine the amount of any increase, reduction or elimination 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, Committee will, in its sole discretion, will determine the performance goals (if any) applicable to any Target Award (or portion thereof) which may include, without limitation, (i) attainment of research limitation: earnings (including earnings per share and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) cash position, (vi) earnings (which may include any calculation of earnings, including but not limited to net earnings), earnings before interest interest, taxes and taxes, earnings before taxes, depreciation, earnings before interest, taxes, depreciation and amortization ("EBITDA"), any measure of adjusted EBITDA as defined and net earnings), (vii) earnings per determined by the Committee and/or publicly reported by the Company, total stockholder return, either absolutely or relative to an index, return on equity or average stockholder's equity, return on assets, investment, or capital employed, stock price, margin (including gross margin), income (before or after taxes), operating income, operating income after taxes, pre-tax profit, sales or revenue targets, increases in revenue or components of revenue, expenses and cost reduction goals, improvement in or attainment of working capital levels, economic value added (or an equivalent metric), market share, (viii) net income, (ix) net profit, (x) net sales, (xi) cash flow, operating cash flow, (xii) cash flow per share, free cash flow (operating cash flow less capital expenditures and capitalized software), normalized cash flow (EBITDA less debt service), share price performance, either absolutely or relative to an index, debt reduction, employee retention, stockholders' equity, capital expenditures, debt levels, operating expenses, (xiii) profit or net operating profit, workforce diversity, growth of net income or operating income, (xiv) operating margin, (xv) overhead billings, bookings, any other business or other expense reduction, (xvi) product defect measures, (xvii) product release timelines, (xviii) productivity, (xix) profit, (xx) return on assets, (xxi) return on capital, (xxii) return on equity, (xxiii) return on investment, (xxiv) return on sales, (xxv) revenue, (xxvi) revenue growth, (xxvii) sales results, (xviii) sales growth, (xxix) stock price, (xxx) time to market, (xxxi) total stockholder return, (xxxii) working capital, financial metric approved by the Committee, and (xxxiii) individual objectives such as MBOs, peer reviews or other subjective or objective criteria. As determined by the Committee, the performance goals may be based on generally accepted accounting principles ("GAAP") or non-GAAP Non-GAAP results and any actual results may be adjusted by the Committee for one-time items or 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. Any criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, (A) in absolute terms, (B) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) on a per-share Company-wide basis, (E) against with respect to one or more business units, divisions, Affiliates, or other sub-divisions of the Company's business, and in either absolute terms or relative to the performance of one or more comparable companies or the Company as a whole performance of one or a segment of the Company and/or (F) on a pre-tax or after-tax basis. more relevant indices. 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). 3(c). The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee. View More

Selection of Participants and Determination of Awards. (a) Selection of Participants. The Committee, Administrator, 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, Administrator, 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 Performanc...e Periods. (b) Determination of Target Awards. The Committee, Administrator, in its sole discretion, will establish a Target Award for each Participant (which may be expressed as a percentage of a Participant's average annual base salary for the Performance Period or a fixed dollar amount or such other amount or based on such other formula as the Committee determines). Period). (c) Bonus Pool. Each Performance Period, the Committee, Administrator, 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 Administrator may, in its sole discretion and at any time, (i) increase, reduce or eliminate a Participant's Actual Award, and/or (ii) increase, reduce or eliminate the amount -2- allocated to the Bonus Pool. The Actual Award may be below, at or above the Target Award, in the Committee's Administrator's discretion. The Committee Administrator may determine the amount of any increase, reduction or elimination 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, Administrator will, in its sole discretion, will determine the performance goals (if any) applicable to any Target Award (or portion thereof) which requirement may include, without limitation, (i) attainment of research and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) cash position, (vi) earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, interested, taxes, depreciation and amortization and net earnings), (vii) earnings per share, (viii) net income, (ix) net profit, (x) net sales, (xi) operating cash flow, (xii) operating expenses, (xiii) operating income, (xiv) operating margin, (xv) overhead or other expense reduction, (xvi) product defect measures, (xvii) product release timelines, (xviii) productivity, (xix) profit, (xx) return on assets, (xxi) return on capital, (xxii) return on equity, (xxiii) return on investment, (xxiv) return on sales, (xxv) revenue, (xxvi) revenue growth, (xxvii) sales results, (xviii) sales growth, (xxix) stock price, (xxx) time to market, (xxxi) total stockholder return, (xxxii) working capital, (xxxiii) establishing collaboration, research, licensing, manufacturing, or supply arrangements, (xxxiv) patent application filings and (xxxiii) patent issuances, (xxxv) business organizational goals, such a workplace satisfaction, performance evaluations, pay-for-performance, leadership development and succession planning, and (xxxvi) individual objectives such as MBOs, peer reviews or other subjective or objective criteria. As determined by the Committee, Administrator, the performance goals may be based on generally accepted accounting principles ("GAAP") or non-GAAP results and any actual results may be adjusted by the Committee Administrator for one-time items or 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 Administrator determines relevant, and may be on an individual, divisional, business unit or Company-wide basis. Any criteria used may be measured on such basis as the Committee Administrator determines, including but not limited to, as applicable, (A) in absolute terms, (B) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) on a per-share basis, (E) against the performance of the Company as a whole or a segment of the Company and/or (F) on a pre-tax or after-tax 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). The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee. View More

Selection of Participants and Determination of Awards. (a) Selection of Participants. The Committee, in its sole discretion, will select the Eligible 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 Performance Periods. (b) Determ...ination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which may be expressed as a percentage of a Participant's average annual base salary for the Performance Period or a fixed dollar amount or such other amount or based on such other formula as the Committee determines). Participant. (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 Participant's 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 Committee's sole discretion. The Committee may determine the amount of any increase, reduction or elimination 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. Performance Goals. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, will determine the performance goals (if any) applicable to any Target Award (or portion thereof) which may include, without limitation, (i) attainment of research and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) cash position, (vi) contract awards or backlog, customer-related goals, developmental goals, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), (vii) taxes), earnings per share, (viii) financing goals, gross margin, growth in stockholder value relative to the moving average of the S&P 500 Index or another index, internal rate of return, market share, net income, (ix) net profit, (x) net sales, (xi) new product development, new product invention or innovation, number of customers, operating cash flow, (xii) operating expenses, (xiii) operating income, (xiv) operating margin, (xv) overhead or other expense reduction, (xvi) product defect measures, (xvii) product release timelines, (xviii) productivity, (xix) production-related goals, profit, (xx) retained earnings, return on assets, (xxi) return on capital, (xxii) return on equity, (xxiii) return on investment, (xxiv) return on sales, (xxv) revenue, (xxvi) revenue growth, (xxvii) sales results, (xviii) sales growth, (xxix) stock price, (xxx) strategic business criteria, time to market, (xxxi) total stockholder return, (xxxii) working capital, and (xxxiii) individual objectives such as MBOs, peer reviews or other subjective or objective criteria. The levels of performance required with respect to performance goals may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. The Committee shall, if applicable, specify the weighting (which may be the same or different for multiple objectives) to be given to each performance goal for purposes of determining the final amount payable with respect to any such Award. As determined by the Committee, the performance goals may be applied on a pre- or post-tax basis and may be based on generally accepted accounting principles ("GAAP") or non-GAAP results and any actual results may be adjusted by the Committee for one-time items or 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 unit, segment or Company-wide basis. Any criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, (A) in absolute terms, (B) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) on a per-share basis, (E) against the performance of the Company as a whole or a segment of the Company and/or (F) on a pre-tax or after-tax basis. determines. The performance goals may differ from Participant to Participant and from award Award to award. Award. Failure to meet the goals will result in a failure to earn the Target Award, except as provided in Section 3(d). The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee. View More

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 Performance Periods. (b) Determination o...f Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which Participant, which may be expressed as a percentage of a Participant's average annual base salary for as of the beginning or end of the Performance Period or a fixed dollar amount or such other amount or based on such other formula as the Committee determines). 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 Participant's 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 Committee's discretion. The Committee may determine the amount of any increase, reduction or elimination 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, Committee will, in its sole discretion, will determine the performance goals (if any) applicable to any Target Award (or portion thereof) which may include, without limitation, limitation: (i) attainment of research and development milestones, (ii) sales billings, (iii) bookings, (iii) (iv) business divestitures and acquisitions, (iv) (v) cash flow, (v) (vi) cash position, (vi) (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 any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization amortization, earnings before taxes and net earnings), (vii) (xi) earnings per share, (viii) (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, (ix) (xx1) net profit, (x) (xxii) net sales, (xi) (xxiii) new product development, (xxiv) new product invention or innovation, (xxv) number of customers, (xxvi) operating cash flow, (xii) (xxvii) operating expenses, (xiii) (xxviii) operating income, (xiv) (xxvix) operating margin, (xv) (xxx) overhead or other expense reduction, (xvi) (xxxi) product defect measures, (xvii) (xxxii) product release timelines, (xviii) (xxxiii) productivity, (xix) (xxxiv) profit, (xx) (xxxv) return on assets, (xxi) (xxxvi) return on capital, (xxii) (xxxvii) return on equity, (xxiii) (xxxviii) return on investment, (xxiv) (xxxix) return on sales, (xxv) (xl) revenue, (xxvi) (xli) revenue growth, (xxvii) (xlii) sales results, (xviii) (xliii) sales growth, (xxix) (xliv) stock price, (xxx) (xlv) time to market, (xxxi) (xlvi) total stockholder return, (xxxii) (xlvii) working capital, and (xxxiii) (xlviii) individual objectives such as MBOs, peer reviews or other subjective or objective criteria. 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 generally accepted accounting principles ("GAAP") GAAP or non-GAAP Non-GAAP results and any actual results may be adjusted by the Committee for one-time items or 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. Any criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, (A) in absolute terms, (B) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) on a per-share basis, (E) against the performance of the Company as a whole or a segment of the Company and/or (F) on a pre-tax or after-tax 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). The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee. 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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 Performance Periods. (b) Determination o...f Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which Participant, which may be expressed as a percentage of a Participant's average annual base salary for as of the beginning or end of the Performance Period or a fixed dollar amount or such other amount or based on such other formula as the Committee determines). 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 Participant's 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 Committee's discretion. The Committee may determine the amount of any increase, reduction or elimination 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, Committee will, in its sole discretion, will determine the performance goals (if any) applicable to any Target Award (or portion thereof) which may include, without limitation, (i) limitation: attainment of research and development milestones, (ii) sales billings, bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) cash position, (vi) contract awards or backlog, customer-related measures, customer retention rates from an acquired company, business unit or division, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization amortization, earnings before taxes and net earnings), (vii) earnings per share, (viii) employee engagement, employee retention, employee mobility, expenses, geographic expansion, gross margin, growth in stockholder value relative to the moving average of the S&P 500 Index or another index, hiring targets, internal rate of return, inventory turns, inventory levels, market share, milestone achievements, net billings, net income, (ix) net profit, (x) net revenue margin, net sales, (xi) new product -2- development, new product invention or innovation, number of customers, operating cash flow, (xii) operating expenses, (xiii) operating income, (xiv) operating margin, (xv) origination volume, overhead or other expense reduction, (xvi) portfolio conversion rate, product defect measures, (xvii) product development, product release timelines, (xviii) productivity, (xix) profit, (xx) return on assets, (xxi) return on capital, (xxii) return on equity, (xxiii) return on investment, (xxiv) return on sales, (xxv) revenue, (xxvi) revenue growth, (xxvii) sales results, (xviii) sales growth, (xxix) stock price, (xxx) time to market, (xxxi) total stockholder return, (xxxii) units sold (total and new), working capital, and (xxxiii) individual objectives such as MBOs, peer reviews or other subjective or objective criteria. As determined by the Committee, the performance goals may be based on generally accepted accounting principles ("GAAP") GAAP or non-GAAP Non-GAAP results and any actual results may be adjusted by the Committee for one-time items or 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. Any criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, (A) in absolute terms, (B) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) on a per-share basis, (E) against the performance of the Company as a whole or a segment of the Company and/or (F) on a pre-tax or after-tax 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). The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee. 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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 Performance Periods. (b) Determination o...f Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which Participant, which may be expressed as a percentage of a Participant's average annual base salary for as of the beginning or end of the Performance Period or a fixed dollar amount or such other amount or based on such other formula as the Committee determines). 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 Participant's 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 Committee's discretion. The Committee may determine the amount of any increase, reduction or elimination 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, Committee will, in its sole discretion, will determine the performance goals (if any) applicable to any Target Award (or portion thereof) which may include, without limitation, limitation: (i) attainment of research and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) cash position, (vi) contract awards or backlog, (vii) customer quality and support; (viii) customer-related measures, (ix) customer retention rates from an acquired company, business unit or division, (x) earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization amortization, earnings before taxes and net earnings), (vii) (xi) earnings per share, (viii) (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, -2- (xviii) market share, (xix) net income, (ix) (xx) net profit, (x) (xxi) net sales, (xi) (xxii) new product development, (xxiii) new product invention or innovation, (xxiv) number of customers, (xxv) operating cash flow, (xii) (xxvi) operating expenses, (xiii) (xxvii) operating income, (xiv) (xxviii) operating margin, (xv) (xxix) overhead or other expense reduction, (xvi) (xxx) product defect measures, (xvii) (xxxi) product innovation, (xxxii) product release timelines, (xviii) (xxxiii) product quality, (xxxiv) productivity, (xix) (xxxv) profit, (xx) (xxxvi) return on assets, (xxi) (xxxvii) return on capital, (xxii) (xxxviii) return on equity, (xxiii) (xxxix) return on investment, (xxiv) (xl) return on sales, (xxv) (xli) revenue, (xxvi) (xlii) revenue growth, (xxvii) (xliii) sales results, (xviii) (xliv) sales growth, (xxix) (xlv) stock price, (xxx) (xlvi) time to market, (xxxi) (xlvii) total stockholder return, (xxxii) (xlviii) working capital, and (xxxiii) (xlvix) individual objectives such as MBOs, peer reviews or other subjective or objective criteria. As determined by the Committee, the performance goals may be based on generally accepted accounting principles ("GAAP") GAAP or non-GAAP Non-GAAP results and any actual results may be adjusted by the Committee for one-time items or 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. Any criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, (A) in absolute terms, (B) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) on a per-share basis, (E) against the performance of the Company as a whole or a segment of the Company and/or (F) on a pre-tax or after-tax 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). The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee. 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