Performance Goals or Goals. Shall mean, for a Plan Year, the one or more goals established by the Committee for the Plan Year based upon the Performance Criteria. Performance Goals may be set on a URS-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to other Performance Criteria or internally generated business plans approved by the Board, the performance of one or more comparable companies or a relevant index. As authorized under
... the EIP, the Committee shall appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Plan Year as follows, provided that such adjustments shall only be made with respect to any of the following that are objectively determinable and determined by the Committee to have a material effect on the calculation of the Performance Goals: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated net sales and operating earnings; (iii) to exclude the effects of changes to generally accepted accounting standards required by the Financial Accounting Standards Board; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; (v) to exclude the effects of any "extraordinary items" as determined under generally accepted accounting principles; (vi) to exclude any other unusual, non-recurring gain or loss or other extraordinary item; (vii) to respond to, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development; (viii) to respond to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; (ix) to exclude the dilutive effects of acquisitions or joint ventures; (x) to assume that any business divested by URS achieved performance objectives at targeted levels during the balance of a Plan Year following such divestiture; (xi) to exclude the effect of any change in the outstanding shares of common stock of URS by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends; (xii) to reflect a corporate transaction, such as a merger, consolidation, separation (including a spinoff or other distribution of stock or property by a corporation), or reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code); and (xiii) to reflect any partial or complete corporate liquidation. The Committee also retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals. ii
View More
