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

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 Period, a fixed dollar amount amount, or such other amount or based on such other formula as the Committee determines). 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. 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 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 -2- amortization, earnings before taxes and net earnings), (vii) (xi) earnings per share, (viii) (xii) expenses, (xiii) gross margin, (xiv) gross profit, (xv) growth in stockholder value relative to the moving average of the Nasdaq Composite Index or another index, (xvi) internal rate of return, (xvii) inventory turns, (xviii) inventory levels, (xix) market share, (xx) net income, (ix) (xxi) 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) (xxix) operating margin, (xv) (xxx) overhead or other expense reduction, (xvi) (xxxi) product defect measures, (xvii) (xxxii) product innovation, (xxxiii) product release timelines, (xviii) (xxxiv) product quality, (xxxv) productivity, (xix) (xxxvi) profit, (xx) (xxxvii) return on assets, (xxi) (xxxviii) return on capital, (xxii) (xxxix) return on equity, (xxiii) (xl) return on investment, (xxiv) (xli) return on sales, (xxv) (xlii) revenue, (xxvi) (xliii) revenue growth, (xxvii) (xliv) sales results, (xviii) (xlv) sales growth, (xxix) (xlvi) stock price, (xxx) (xlvii) time to market, (xxxi) (xlviii) total stockholder return, (xxxii) (xlix) working capital, and (xxxiii) (l) 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 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 to be 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 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, -2- (xix) net billings (xx) net income, (ix) (xx1) net profit, (x) (xxi1) net sales, (xi) (xxii1) 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. 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 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 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, 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) 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. 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. 2 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 (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) De...termination (b)Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which may Participant, which generally will 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 Period. (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. Pool. Actual Awards will be paid from the Bonus Pool. (d) Discretion (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, increase or 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 (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 requirement may include, without limitation, (i) attainment of research and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) (ii) cash position, (vi) (ii) 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 taxes and net earnings), (vii) (iii) earnings per share, (viii) (iv) net income, (ix) (v) net profit, (x) (vi) net sales, (xi) (vii) operating cash flow, (xii) (xxiv) operating expenses, (xiii) (xxv) operating income, (xiv) (xxvi) operating margin, (xv) (xxvii) overhead or other expense 2015 Q3 Bonus Plan Appendix A-2015 7-17-15-1_V2 -2- reduction, (xvi) (xxviii) product defect measures, (xvii) (xxix) product release timelines, (xviii) (xxx) productivity, (xix) (xxxi) profit, (xx) (xxxii) return on assets, (xxi) (xxxiii) return on capital, (xxii) (xxxiv) return on equity, (xxiii) (xxxv) return on investment, (xxiv) (xxxvi) return on sales, (xxv) (xxxvii) revenue, (xxvi) (xxxviii) revenue growth, (xxvii) (xxxix) sales results, (xviii) (xl) sales growth, (xxix) (xli) stock price, (xxx) (xlii) time to market, (xxxi) (xliii) total stockholder return, (xxxii) (xliv) 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 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. The Committee may, in its discretion, determine to set forth the applicable performance goals in writing from time-to-time, which writing shall be attached hereto as Appendix A. 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 (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) De...termination (b)Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which may Participant, which generally will 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 Period. (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. Pool. Actual Awards will be paid from the Bonus Pool. (d) Discretion (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, increase or 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 (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 requirement may include, without limitation, (i) attainment of research and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) (ii) cash 2015 Bonus Plan Appendix A -2- position, (vi) (ii) 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 taxes and net earnings), (vii) (iii) earnings per share, (viii) (iv) net income, (ix) (v) net profit, (x) (vi) net sales, (xi) (vii) operating cash flow, (xii) (xxiv) operating expenses, (xiii) (xxv) operating income, (xiv) (xxvi) operating margin, (xv) (xxvii) overhead or other expense reduction, (xvi) (xxviii) product defect measures, (xvii) (xxix) product release timelines, (xviii) (xxx) productivity, (xix) (xxxi) profit, (xx) (xxxii) return on assets, (xxi) (xxxiii) return on capital, (xxii) (xxxiv) return on equity, (xxiii) (xxxv) return on investment, (xxiv) (xxxvi) return on sales, (xxv) (xxxvii) revenue, (xxvi) (xxxviii) revenue growth, (xxvii) (xxxix) sales results, (xviii) (xl) sales growth, (xxix) (xli) stock price, (xxx) (xlii) time to market, (xxxi) (xliii) total stockholder return, (xxxii) (xliv) 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 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. The Committee may, in its discretion, determine to set forth the applicable performance goals in writing from time-to-time, which writing shall be attached hereto as Appendix A. 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 (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) De...termination (b)Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which may Participant, which generally will 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 Period. (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. Pool. Actual Awards will be paid from the Bonus Pool. (d) Discretion (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, increase or 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 (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 requirement may include, without limitation, (i) attainment of research and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) (ii) cash position, (vi) (ii) 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 taxes and net earnings), (vii) 2015 Bonus Plan Appendix A -2- (iii) earnings per share, (viii) (iv) net income, (ix) (v) net profit, (x) (vi) net sales, (xi) (vii) operating cash flow, (xii) (xxiv) operating expenses, (xiii) (xxv) operating income, (xiv) (xxvi) operating margin, (xv) (xxvii) overhead or other expense reduction, (xvi) (xxviii) product defect measures, (xvii) (xxix) product release timelines, (xviii) (xxx) productivity, (xix) (xxxi) profit, (xx) (xxxii) return on assets, (xxi) (xxxiii) return on capital, (xxii) (xxxiv) return on equity, (xxiii) (xxxv) return on investment, (xxiv) (xxxvi) return on sales, (xxv) (xxxvii) revenue, (xxvi) (xxxviii) revenue growth, (xxvii) (xxxix) sales results, (xviii) (xl) sales growth, (xxix) (xli) stock price, (xxx) (xlii) time to market, (xxxi) (xliii) total stockholder return, (xxxii) (xliv) 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 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. The Committee may, in its discretion, determine to set forth the applicable performance goals in writing from time-to-time, which writing shall be attached hereto as Appendix A. 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, (i) attainment of research and -2- development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) cash position, (vi) contract awards or backlog, (vii) customer renewals, (viii) customer retention rates from an acquired company, subsidiary, business unit or division, (ix) 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 taxes and net earnings), (vii) (x) earnings per share, (viii) (xi) expenses, (xii) gross margin, (xiii) growth in stockholder value relative to the moving average of the S&P 500 Index or another index, (xiv) internal rate of return, (xv) inventory turns, (xvi) inventory levels, market share, (xvii) net income, (ix) (xviii) net profit, (x) (xix) net sales, (xi) (xx) new product development, (xxi) new product invention or innovation, (xxii) number of customers, (xxiii) operating cash flow, (xii) (xxiv) operating expenses, (xiii) (xxv) operating income, (xiv) (xxvi) operating margin, (xv) (xxvii) overhead or other expense reduction, (xvi) (xxviii) product defect measures, (xvii) (xxix) product release timelines, (xviii) (xxx) productivity, (xix) (xxxi) profit, (xx) (xxxii) return on assets, (xxi) (xxxiii) return on capital, (xxii) (xxxiv) return on equity, (xxiii) (xxxv) return on investment, (xxiv) (xxxvi) return on sales, (xxv) (xxxvii) revenue, (xxvi) (xxxviii) revenue growth, (xxvii) (xxxix) sales results, (xviii) (xl) sales growth, (xxix) (xli) stock price, (xxx) (xlii) time to market, (xxxi) (xliii) total stockholder return, (xxxii) (xliv) 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 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 (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) De...termination (b)Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which may Participant, which generally will 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 Period. (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. Pool. Actual Awards will be paid from the Bonus Pool. (d) Discretion (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, increase or 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 (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 requirement may include, without limitation, (i) attainment of research and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) (ii) cash position, (vi) (ii) 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 taxes and net earnings), (vii) (iii) earnings per share, (viii) (iv) net income, (ix) (v) net profit, (x) (vi) net sales, (xi) (vii) operating cash flow, (xii) (xxiv) operating expenses, (xiii) (xxv) operating income, (xiv) (xxvi) operating margin, (xv) (xxvii) overhead or other expense reduction, (xvi) (xxviii) product defect measures, (xvii) (xxix) product release timelines, (xviii) (xxx) productivity, (xix) (xxxi) profit, (xx) (xxxii) return on assets, (xxi) (xxxiii) return on capital, (xxii) (xxxiv) return on equity, (xxiii) (xxxv) return on investment, (xxiv) (xxxvi) return on sales, (xxv) (xxxvii) revenue, (xxvi) (xxxviii) revenue growth, (xxvii) (xxxix) sales results, (xviii) (xl) sales growth, (xxix) (xli) stock price, (xxx) (xlii) time to market, (xxxi) (xliii) total stockholder return, (xxxii) (xliv) 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 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 -2- Participant to Participant and from award to award. The Committee may, in its discretion, determine to set forth the applicable performance goals in writing from time-to-time, which writing shall be attached hereto as Appendix A. 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 (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) De...termination (b)Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which may Participant, which generally will 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 Period. (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. Pool. Actual Awards will be paid from the Bonus Pool. (d) Discretion (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, increase or 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 -2- (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 requirement may include, without limitation, (i) attainment of research and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) (ii) cash position, (vi) (ii) 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 taxes and net earnings), (vii) (iii) earnings per share, (viii) (iv) net income, (ix) (v) net profit, (x) (vi) net sales, (xi) (vii) operating cash flow, (xii) (xxiv) operating expenses, (xiii) (xxv) operating income, (xiv) (xxvi) operating margin, (xv) (xxvii) overhead or other expense reduction, (xvi) (xxviii) product defect measures, (xvii) (xxix) product release timelines, (xviii) (xxx) productivity, (xix) (xxxi) profit, (xx) (xxxii) return on assets, (xxi) (xxxiii) return on capital, (xxii) (xxxiv) return on equity, (xxiii) (xxxv) return on investment, (xxiv) (xxxvi) return on sales, (xxv) (xxxvii) revenue, (xxvi) (xxxviii) revenue growth, (xxvii) (xxxix) sales results, (xviii) (xl) sales growth, (xxix) (xli) stock price, (xxx) (xlii) time to market, (xxxi) (xliii) total stockholder return, (xxxii) (xliv) 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 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. The Committee may, in its discretion, determine to set forth the applicable performance goals in writing from time-to-time, which writing shall be attached hereto as Appendix A. 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 (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) De...termination (b)Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which may Participant, which generally will 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 Period. (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. Pool. Actual Awards will be paid from the Bonus Pool. (d) Discretion (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, increase or 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 (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 requirement may include, without limitation, (i) attainment of research and development milestones, (ii) sales bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) (ii) cash position, (vi) (ii) 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 taxes and net earnings), (vii) (iii) earnings per share, (viii) (iv) net income, (ix) (v) net profit, (x) (vi) net sales, (xi) (vii) operating cash flow, (xii) (xxiv) operating expenses, (xiii) (xxv) operating income, (xiv) (xxvi) operating margin, (xv) (xxvii) overhead or other expense reduction, (xvi) (xxviii) product defect measures, (xvii) (xxix) product release timelines, (xviii) (xxx) productivity, (xix) (xxxi) profit, (xx) (xxxii) return on assets, (xxi) (xxxiii) return on capital, (xxii) (xxxiv) return on equity, (xxiii) (xxxv) return on investment, (xxiv) (xxxvi) return on sales, (xxv) (xxxvii) revenue, (xxvi) (xxxviii) revenue growth, (xxvii) (xxxix) sales results, (xviii) (xl) sales growth, (xxix) (xli) stock price, (xxx) (xlii) time to market, (xxxi) (xliii) total stockholder return, (xxxii) (xliv) 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 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. The Committee may, in its discretion, determine to set forth the applicable performance goals in writing from time-to-time, which writing shall be attached hereto as Appendix A. 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