Performance Goals

Performance Goals. Means performance goals based on one or more of the following criteria, determined in accordance with generally accepted accounting principles where applicable: criteria: (i) pre-tax income or after-tax income; (ii) income or earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or and/or extraordinary or special items; (iii) net income excluding amortization of intangible assets, depreciation and impairment of... goodwill and intangible assets; assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (iv) earnings or book value per share (basic or diluted); (v) return on assets (gross or net), return on investment, return on capital, or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (viii) economic value created; (ix) operating margin or profit margin; (x) stock price or total stockholder return; (xi) income or earnings from continuing operations; (xii) cost targets, reductions and savings, expense management, productivity and efficiencies; and (xiii) franchise sales targets; and (xiv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to divestitures, joint ventures and similar transactions. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criterion or the attainment of a percentage increase or decrease in the particular criterion, and may be applied to one or more of the Company or a Parent or Subsidiary an Affiliate of the Company, or a division or strategic business unit of the Company, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment Performance-Based Award will be made (or issued or no vesting will occur), occur, levels of performance at which specified payments Performance-Based Awards will be paid (or issued or specified vesting will occur), occur, and a maximum level of performance above which no additional payment issuances will be made (or or at which full vesting will occur). occur. Each of the foregoing Performance Goals shall be evaluated in accordance with generally accepted accounting principles, where applicable, and shall be subject to certification by the Committee. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Parent or Subsidiary of the Company Affiliate or the financial statements of the Company or any Parent or Subsidiary of the Company, Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. principles provided that any such change shall at all times satisfy the provisions of Section 162(m) of the Code. View More

Performance Goals. Means performance Performance goals based on one or more of the following criteria, determined in accordance with generally accepted accounting principles where applicable: criteria: (i) pre-tax income or after-tax income; (ii) earnings including operating income, earnings before cash flow; (iii) operating profit; (iv) return on equity, assets, capital, or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items; (iii) net income excluding... amortization of intangible assets, depreciation and impairment of goodwill and intangible assets; (iv) investment; (v) earnings or book value per share (basic share; (vi) sales or diluted); (v) return on assets (gross or net), return on investment, return on capital, or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of operating expenses; (viii) cost of capital; (viii) economic value created; (ix) operating margin Common Stock price appreciation; and (x) implementation or profit margin; (x) stock price completion of critical projects or total stockholder return; (xi) earnings from continuing operations; (xii) cost targets, reductions and savings, productivity and efficiencies; (xiii) franchise sales targets; and (xiv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to divestitures, joint ventures and similar transactions. processes. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criterion criteria or the attainment of a percentage increase or decrease in the particular criterion, criteria, and may be applied to one or more of the Company or a Parent or Subsidiary of the Company, any Subsidiary, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies, or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall be evaluated determined, to the extent applicable, in accordance with generally accepted accounting principles, where applicable, principles and shall be subject to certification by the Committee. The Committee; provided, that the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Parent or Subsidiary of the Company or the financial statements of the Company or any Parent or Subsidiary of the Company, Subsidiary, in response to changes in applicable laws or regulations, or to account for items of gain, loss loss, or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. principles View More

Performance Goals. Means performance goals based on one or more of the following criteria, determined in accordance with generally accepted accounting principles where applicable: (i) criteria: (a) pre-tax income, after-tax income, or operating income or after-tax income; (ii) earnings including operating income, earnings before profit, in each case computed with appropriate adjustments, (b) return on equity, assets, capital or after taxes, earnings before or after interest, depreciation, amortization, or... extraordinary or special items; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets; (iv) investment, (c) earnings or book value per share (basic share, (d) working capital, (e) sales or diluted); (v) return on assets (gross revenues, in each case computed with appropriate adjustments (such as deducting sales commissions and purchased transportation), (f) accounts receivable or net), return on investment, return on capital, days sales outstanding, (g) operating or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted administrative expense in the absolute or otherwise), net cash provided by operations, or cash flow in excess as a percent of cost of capital; (viii) economic value created; (ix) operating margin or profit margin; (x) revenue, (h) stock price appreciation or total stockholder return; (xi) earnings from continuing operations; (xii) cost targets, reductions return (stock price appreciation plus dividends), (i) operational efficiency factors, (j) safety (accidents), and savings, productivity and efficiencies; (xiii) franchise sales targets; and (xiv) strategic business criteria, consisting (k) implementation or completion of one critical projects or more objectives based on meeting specified market penetration or market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to divestitures, joint ventures and similar transactions. processes. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criterion criteria or the attainment of a percentage increase or decrease in the particular criterion, criteria, and may be applied to one or more of the Company or Company, a Parent or Subsidiary of the Company, Subsidiary, an Affiliate, a Business Unit, or a division the Company, a Subsidiary, an Affiliate, or strategic business unit a Business Unit, or may be applied to the performance of the Company, Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall be evaluated determined in accordance with generally accepted accounting principles, where applicable, principles and shall be subject to certification by the Committee. The Committee with respect to Covered Employees; provided that the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Parent Subsidiary or Subsidiary of the Company Affiliate or the financial statements of the Company or any Parent Subsidiary or Subsidiary of the Company, Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or 6 unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. View More

Performance Goals. The goal(s) (or combined goal(s)) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award granted under the Plan. a Restricted Stock award. As determined by the Administrator, the Performance Goals applicable to an Award a Restricted Stock award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Annual Revenue, (b) Cash Position, (b) (c) Earnings Per Share, (c) (d) Individual... Objectives, (d) (e) Net Income, (e) (f) Operating Cash Flow, (f) (g) Operating Income, (g) (h) Return on Assets, (h) (i) Return on Equity, (i) (j) Return on Sales, (j) Revenue and (k) Total Shareholder Return. The Performance Goals may differ from Participant to Participant and from Award award to Award. Prior to award and other goals may be added or changed at the Determination Date, discretion of the Administrator shall determine whether any significant element(s) shall be included in or excluded from the calculation of any Performance Goal with respect to any Participant View More

Performance Goals. The goal(s) (or combined goal(s)) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award granted under the Plan. Award. As determined by the Administrator, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Cash Position, (b) Earnings Per Share, (c) Individual Objectives, (d) Net Income, (e) Operating Cash Flow, (f) Operating Income, (g)... Return on Assets, (h) Return on Equity, (i) Return on Sales, (j) Revenue Revenue, and (k) Total Shareholder Stockholder Return. The Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Administrator shall determine whether any significant element(s) shall be included in or excluded from the calculation of any Performance Goal with respect to any Participant Participant. For example (but not by way of limitation), the Administrator may determine that the measures for one or more Performance Goals shall be based upon the Company's pro-forma results and/or results in accordance with generally accepted accounting principles View More

Performance Goals. The goal(s) (or combined goal(s)) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award granted under the Plan. As determined by the Administrator, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Cash Position, (b) Earnings Per Share, (c) Individual Objectives, (d) Net Income, (e) (d) Operating Cash Flow, (f) (e) Operating Income, (f)... Return on Assets, (g) Return on Assets, Equity, (h) Return on Equity, Sales, (i) Return on Sales, (j) Revenue and (k) (j) Total Shareholder Return. The Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Administrator shall will determine whether any significant element(s) shall will be included in or excluded from the calculation of any Performance Goal with respect to any Participant View More

Performance Goals. For a Performance Period, the one or more goals established by the Committee Administrator for the Performance Period based upon business criteria or other performance measures determined by the Performance Criteria Administrator in its discretion

Performance Goals. For a Performance Period, the The one or more goals established by the Committee for the Performance Period of Performance Compensation Awards, based upon the Performance Criteria

Performance Goals. For Shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria Criteria.

Performance Goals. Any goals the Administrator establishes that relate to one or more of the following with respect to the Company or any one or more of its Subsidiaries, Affiliates or other business units: Committee establishes, including net sales; cost of sales; revenue; gross income; net income; operating income; income from continuing operations; earnings (including before taxes, and/or interest and/or depreciation income, total shareowner return and amortization); earnings per share (including diluted... earnings per share); price per share; cash flow; net cash provided by operating activities; net cash provided by operating activities less net cash used in investing activities; net operating profit; ratio of debt to debt plus equity; return on shareholder equity; return on capital; return on assets; operating working capital; average accounts receivable; economic value added; customer satisfaction; operating margin; profit margin; sales performance; sales quota attainment; new sales; cross/integrated sales; client engagement; client acquisition; net promoter score; internal revenue growth; and client retention. share. As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles, if applicable; provided that, but, unless otherwise determined by the Administrator may, at the time of establishing the Performance Goal(s), Committee, will exclude the effects of: (i) charges for reorganizing and restructuring; (ii) discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of (i) a business; (v) changes in tax or accounting principles, regulations or laws; (vi) mergers, acquisitions or dispositions; and (vii) extraordinary, unusual and/or non-recurring items of gain or loss, that in all of the foregoing the Company identifies in its audited financial statements, including footnotes, or the Management's Discussion and Analysis section of the Company's annual report. Also, the Committee may appropriately adjust any evaluation of performance under a Performance Goal to exclude any of the following events that occurs during a performance period: (i) litigation, claims, judgments or settlements; (ii) gains or losses on the disposition effects of a business, (iii) changes in tax other laws or accounting regulations affecting reported results; and (iii) accruals of any amounts for payment under this Plan or laws, or (iv) any other compensation arrangements maintained by the effect of a merger or acquisition. Company. In addition, the case of Awards that the Administrator determines will not be considered "performance based compensation" under Code Section 162(m), the Administrator Committee may establish other Performance Goals not listed in this Plan. Where applicable, the Performance Goals may be expressed, without limitation, in terms of attaining a specified level of the particular criterion or the attainment of an increase or decrease (expressed as absolute numbers or a percentage) in the particular criterion or achievement in relation to a peer group or other index. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur) View More

Performance Goals. Any Means any goals the Administrator Committee establishes that relate to one or more of the following with respect to the Company or any one or more of its Subsidiaries, Affiliates or other business units: net sales; cost of sales; revenue; gross income; net income; operating income; income from continuing operations; earnings (including before taxes, and/or interest and/or depreciation and amortization); stockholder return; stock price appreciation; earnings per share (including diluted... earnings per share); price per share; cash flow; net cash provided by operating activities; net cash provided by operating activities less net cash used in investing activities; net operating profit; ratio of debt to debt plus profit (including after-tax); revenue growth; organic sales growth; return on equity; return on shareholder equity; investment; return on capital; invested capital (including after-tax); earnings before interest, taxes, depreciation and amortization; operating income; operating margin; market share; return on assets; operating working capital; average accounts receivable; economic value added; customer satisfaction; operating margin; profit margin; sales performance; sales quota attainment; sales; asset reduction; cost reduction; return on equity; cash flow (including free cash flow); bookings; and new sales; cross/integrated sales; client engagement; client acquisition; net promoter score; internal revenue growth; and client retention. product releases. As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles, if applicable; provided that, the Administrator Committee may, at the time of establishing the Performance Goal(s), exclude the effects of (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition. Notwithstanding the foregoing, the calculation of any Performance Goal established for purposes of an Award shall be made without regard to changes in accounting methods used by the Company or in accounting standards that may be required by the Financial Accounting Standards Board after a Performance Goal relative to an Award is established and prior to the time the compensation earned by reason of the achievement of the relevant Performance Goal is paid to the Participant. In the case of Awards that the Administrator Committee determines will not be considered "performance based "performance-based compensation" under Code Section 162(m), the Administrator Committee may establish other Performance Goals not listed in this the Plan. Where applicable, the Performance Goals may be expressed, without limitation, in terms of attaining a specified level of the particular criterion or the attainment of an increase or decrease (expressed as absolute numbers or a percentage) in the particular criterion or achievement in relation to a peer group or other index. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur) occur). View More

Performance Goals. Any Means the performance goals the Administrator establishes that relate to based on one or more of the following criteria as selected by the Committee with respect to the Company or any one or more of its Subsidiaries, Affiliates or other business units: units, segments, geographic region, product lines or business or administrative designations, as the Committee specifies: net sales; cost of sales; revenue; gross income; net income; operating income; income from continuing operations;... earnings (including before taxes, and/or interest and/or depreciation and amortization); earnings per share (including diluted earnings per share); price per share; cash flow; net cash provided by operating activities; net cash provided by operating activities less net cash used in investing activities; net operating profit; ratio of debt to debt plus equity; return on shareholder equity; return on capital; return on assets; operating working capital; average accounts receivable; average inventories; economic value added; product quality; efficiency; labor utilization; and/or customer satisfaction; operating margin; profit margin; sales performance; sales quota attainment; new sales; cross/integrated sales; client engagement; client acquisition; net promoter score; internal revenue growth; and client retention. As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles, if applicable; provided that, the Administrator may, at the time of establishing the Performance Goal(s), exclude the effects of (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition. In the case of Awards that the Administrator determines will not be considered "performance based compensation" under Code Section 162(m), the Administrator may establish other Performance Goals not listed in this Plan. satisfaction. Where applicable, the Performance Goals may be expressed, without limitation, expressed in terms of attaining a specified level of the particular criterion or the attainment of an increase or decrease (expressed as absolute numbers or a percentage) in the particular criterion 5 or achievement in relation to a peer group or other index. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur) occur). As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles, if applicable, but, unless otherwise determined by the Committee, will exclude the effects of (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition, that in each case the Company identifies in its audited financial statements, including footnotes, or the Management's Discussion and Analysis section of the Company's annual report. In the case of Awards that the Committee determines will not be considered "performance-based compensation" under Section 162(m) of the Code, the Committee may establish other Performance Goals not listed in this Plan. View More

Performance Goals. The goal(s) (or combined goal(s)) determined by the Administrator Committee (in its discretion) to be applicable to a Participant with respect to for an Award. award for a Plan Year. As determined by the Administrator, Committee, the Performance Goals for any award applicable to an Award a Participant may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Revenue, (b) Earnings Per Share, (b) Operating Income, (c) Net Income, Return on Equity,... (d) Operating Margins, Revenue and (e) Total Stockholder Shareholder Return. The Performance Goals may differ from Participant to Participant Participant, Plan Year to Plan Year and from Award award to Award. award. Any criteria used may be measured, as applicable, (i) on Pro Forma numbers, (ii) in absolute terms, (iii) (ii) in relative terms (including, but not limited, the limited to, passage of time and/or against other companies another company or financial metrics), (iv) companies), (iii) on a per share and/or share per capita per-share basis, (v) (iv) against the performance of the Company as a whole or against particular segments or products a segment of the Company and/or (vi) (v) on a pre-tax or after-tax basis. Prior to the Determination Date, the Administrator Committee shall determine whether any element(s) (for example, but not by way of limitation, the effect of mergers or acquisitions) shall be included in or excluded from the calculation of any Performance Goal with respect to any Participants (whether or not such determinations result in any Performance Goal being measured on a basis other than generally accepted accounting principles). View More

Performance Goals. The Means the goal(s) (or combined goal(s)) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award. Award for a Performance Period. As determined by the Administrator, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Revenue, Cash Flow, (b) Earnings Per Share, (c) Margin, (d) Market Share, (e) Net Income, (d) (f) Operating Margins, Profit, (g) Product Development, (h) Product Unit Sales, (i) Revenue, and (e) (j) Total Stockholder Return. The Performance Goals may differ from Participant to Participant and from Award to Award. Any criteria used may be measured, as applicable, (i) on Pro Forma numbers, (ii) in absolute terms, (iii) (ii) in relative terms (including, but not limited, limited to, the passage of time and/or against time, performance at other companies and/or versus other Performance Goal(s) or financial metrics), metric(s)), (iii) in dollar or percentage terms, (iv) on a per share and/or share per capita basis, basis or against the Company's outstanding shares, (v) against the performance of the Company as a whole or against particular segments or products of the Company and/or other companies, (vi) in accordance with generally accepted accounting principles ("GAAP") or on a non-GAAP basis, and/or (vii) on a pre-tax or after-tax basis. Prior to the Determination Date, the Administrator shall determine whether any element(s) (for example, but not by way of limitation, the effect of mergers or acquisitions) acquisitions or restructurings) shall be included in or excluded from the calculation of any Performance Goal with respect to any Participants (whether or not such determinations result in any Performance Goal being measured on a basis other than generally accepted accounting principles). GAAP. View More

Performance Goals. The Means the goal(s) (or combined goal(s)) determined by the Administrator Committee (in its discretion) to be applicable to a Participant with respect to for an Award. award for a Performance Period. As determined by the Administrator, Committee, the Performance Goals Goal(s) for any award applicable to an Award a Participant may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Revenue, (b) Earnings Per Share, (b) Operating Income, (c) Net... Income, Profit, (d) Operating Margins, Return On Equity, (e) Revenue and (e) (f) Total Stockholder Shareholder Return. The Performance Goals may differ from Participant to Participant Participant, Performance Period to Performance Period and from Award award to Award. award. Any criteria used may be measured, as applicable, (i) on Pro Forma numbers, (ii) in absolute terms, (iii) (ii) in relative terms (including, but not limited, the limited to, passage of time and/or against other companies another company or financial metrics), (iv) companies), (iii) on a per share and/or share per capita per-share basis, (v) (iv) against the performance of the Company as a whole or against particular segments or products a segment of the Company and/or (vi) (v) on a pre-tax or after-tax basis. Prior to the Determination Date, the Administrator shall Committee may determine whether that any element(s) (for example, but not by way of limitation, normally included in or excluded from the effect of mergers or acquisitions) applicable measures shall be included in or excluded from the calculation of any Performance Goal with respect to any Participants (whether Participants, whether or not such determinations result in any Performance Goal being measured on a basis other than generally accepted accounting principles). GAAP. View More

Performance Goals. Means Shall mean the goal(s) (or combined goal(s)) determined by the Committee Administrator (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, Administrator, the performance measures for any performance period will be any one or more of the following objective performance criteria, applied to either the Company as a whole or, except with respect to stockholder return metrics, to a region, business unit, affiliate or business segment,... and measured either on an absolute basis or relative to a pre-established target, to a previous period's results or to a designated comparison group, and, with respect to financial metrics, which may be determined in accordance with United States Generally Accepted Accounting Principles ("GAAP"), in accordance with accounting principles established by the International Accounting Standards Board ("IASB Principles") or which may be adjusted when established to exclude any items otherwise includable under GAAP or under IASB Principles: (i) cash flow (including operating cash flow or free cash flow), (ii) cash position, (iii) revenue (on an absolute basis or adjusted for currency effects), (iii) (iv) revenue growth, (v) contribution margin, (vi) gross margin, (iv) (vii) operating margin (viii) operating expenses or operating expenses as a percentage of revenue, (v) (ix) earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings), (vi) (x) earnings per share, (vii) (xi) operating income, (xii) net income, (xiii) stock price, (viii) (xiv) return on equity, (ix) (xv) total stockholder return, (x) (xvi) growth in stockholder value relative to the moving average of a specified publicly reported index (such as the S&P 500 Index or another index, (xi) Index), (xvii) return on capital, (xii) (xviii) return on assets or net assets, (xiii) (xix) return on investment, (xiv) (xx) economic value added, (xv) (xxi) operating profit or net operating profit, (xvi) operating income, (xvii) (xxii) operating margin, (xviii) (xxiii) market share, (xix) (xxiv) contract awards or backlog, (xx) (xxv) overhead or other expense reduction, (xxi) (xxvi) credit rating, (xxii) (xxvii) objective customer indicators, (xxiii) (xxviii) new product invention or innovation, (xxiv) (xxix) attainment of research and development milestones, (xxv) (xxx) improvements in productivity, (xxvi) (xxxi) attainment of objective operating goals, (xxvii) contingent and (xxxii) objective employee metrics. The Performance Goals may differ from Participant to Participant and from Award to Award. In particular, the Administrator may appropriately adjust any evaluation of performance under a Performance Goal to exclude (a) any extraordinary non-recurring items, (b) the effect of any merger, acquisition, or non-contingent orders; and (xxviii) growth rates other business combination or divestiture or (ii) the effect of any changes in any of accounting principles affecting the performance criteria listed in sections (i) through (xxvii) herein. Company's or a business units', region's, affiliate's or business segment's reported results. View More

Performance Goals. Means the goal(s) (or combined goal(s)) determined by the Committee Administrator (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, Administrator, the performance measures for any performance period will be any one or more of the following objective performance criteria, applied to either the Company as a whole or, except with respect to stockholder return metrics, to a region, business unit, affiliate or business segment, and... measured either on an absolute basis or relative to a pre-established target, to a previous period's results or to a designated comparison group, and, with respect to financial metrics, which may be determined in accordance with United States Generally Accepted Accounting Principles ("GAAP"), (GAAP), in accordance with accounting principles established by the International Accounting Standards Board ("IASB Principles") (IASB Principles) or which may be adjusted when established to exclude any items otherwise includable under GAAP or under IASB Principles or to include any items otherwise excludable under GAAP or under IASB Principles: (i) cash flow (including operating cash flow or free cash flow), (ii) revenue (on an absolute basis or adjusted for currency effects), (iii) gross margin, (iv) operating expenses or operating expenses as a percentage of revenue, (v) earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings), (vi) earnings per share, (vii) stock price, (viii) return on equity, (ix) total stockholder return, (x) growth in stockholder value relative to the moving average of the S&P 500 Index, the Philadelphia Semiconductor Sector Index or another index, (xi) return on capital, (xii) return on assets or net assets, (xiii) return on investment, (xiv) economic value added, (xv) operating profit or net operating profit, (xvi) operating income, margin, (xvii) operating margin, (xviii) market share, (xix) (xviii) contract awards or backlog, (xx) (xix) overhead or other expense reduction, (xxi) (xx) credit rating, (xxii) (xxi) objective customer indicators, (xxiii) (xxii) new product invention or innovation, (xxiv) (xxiii) attainment of research and development milestones, (xxv) (xxiv) improvements in productivity, (xxvi) (xxv) attainment of objective operating goals, (xxvii) contingent or non-contingent orders; and (xxviii) growth rates in any of the performance criteria listed in sections (i) through (xxvii) herein. (xxvi) objective employee metrics. View More

Performance Goals. Means Shall mean the goal(s) (or combined goal(s)) determined by the Committee Administrator (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, Administrator, the performance measures for any performance period will be any one or more of the following objective performance criteria, applied to either the Company as a whole or, except with respect to stockholder return metrics, to a region, business unit, affiliate or business segment,... and measured either on an absolute basis or relative to a pre-established target, to a previous period's results or to a designated comparison group, and, with respect to financial metrics, which may be determined in accordance with United States Generally Accepted Accounting Principles ("GAAP"), in accordance with accounting principles established by the International Accounting Standards Board ("IASB Principles") or which may be adjusted when established to exclude any items otherwise includable under GAAP or under IASB Principles: (i) cash flow (including operating cash flow or free cash flow), (ii) cash position, (iii) revenue (on an absolute basis or adjusted for currency effects), (iii) (iv) revenue growth, (v) contribution margin, (vi) gross margin, (iv) (vii) operating margin (viii) operating expenses or operating expenses as a percentage of revenue, (v) (ix) earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings), (vi) (x) earnings per share, (vii) (xi) operating income, (xii) net income, (xiii) stock price, (viii) (xiv) return on equity, (ix) (xv) total stockholder return, (x) (xvi) growth in stockholder value relative to the moving average of a specified publicly reported index (such as the S&P 500 Index or another index, (xi) Index), (xvii) return on capital, (xii) (xviii) return on assets or net assets, (xiii) (xix) return on investment, (xiv) (xx) economic value added, (xv) (xxi) operating profit or net operating profit, (xvi) operating income, (xvii) (xxii) operating margin, (xviii) (xxiii) market share, (xix) (xxiv) contract awards or backlog, (xx) (xxv) overhead or other expense reduction, (xxi) (xxvi) credit rating, (xxii) (xxvii) objective customer indicators, (xxiii) (xxviii) new product invention or innovation, (xxiv) (xxix) attainment of research and development milestones, (xxv) (xxx) improvements in productivity, (xxvi) (xxxi) attainment of objective operating goals, (xxvii) contingent and (xxxii) objective employee metrics. The Performance Goals may differ from Participant to Participant and from Award to Award. In particular, the Administrator may appropriately adjust any evaluation of performance under a Performance Goal to exclude (a) any extraordinary non-recurring items, (b) the affect of any merger, acquisition, or non-contingent orders; and (xxviii) growth rates other business combination or divestiture or (ii) the effect of any changes in any of accounting principles affecting the performance criteria listed in sections (i) through (xxvii) herein. Company's or a business units', region's, affiliate's or business segment's reported results. View More

Performance Goals. Means any Any objective or subjective goals the Committee establishes that relate to one or more of the following with respect to an Award. Performance Goals may include, but are not limited to, the performance of the Company or any one or more Subsidiaries of its Subsidiaries, Affiliates or other business units: units with respect to the following measures: net sales; cost of sales; gross income; gross revenue; revenue; operating income; earnings before taxes; earnings before interest and... taxes; earnings before interest, taxes, depreciation and amortization; earnings before interest, taxes, depreciation, amortization and exception items; income from continuing operations; net income; earnings per share; diluted earnings per share; total stockholder return; Fair Market Value; cash flow; net cash provided by operating activities; net cash provided by operating activities less net cash used in investing activities; cost of goods sold; ratio of debt to debt plus equity; profit before tax; gross profit; return on stockholder equity; return on invested capital; return on average total capital employed; return on net profit; capital employed; return on assets; return on net sales; earnings assets employed before interest and taxes; earnings before interest, taxes, depreciation and amortization; Fair Market Value of Shares; basic earnings per share; diluted earnings per share; return on shareholder equity; operating working capital; average accounts receivable (calculated by taking the average of accounts receivable at the end of each month); average inventories (calculated by taking the average of inventories at the end of each month); return on average total capital employed; return on net assets employed before interest and taxes; economic value added; succession planning; manufacturing return on year-end equity; and/or assets; manufacturing margin; and customer satisfaction. Performance Goals may also relate to a Participant's individual performance and may, unless provided otherwise in the case of Awards that Award Agreement, be adjusted in the Committee determines will not be considered "performance-based compensation" under Code section 162(m), such other goals as the Committee may establish in its Committee's discretion. View More

Performance Goals. Means any goals the Committee establishes that relate to one or more of the following with respect to the Company or any one or more Subsidiaries of its Subsidiaries, Affiliates or other business units: revenue; net sales; cost of sales; gross income; operating income; earnings before taxes; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; income from continuing operations; net income; basic earnings per share; diluted earnings per share; price... per share; cash flow; net cash provided by operating activities; net cash provided by operating activities less net cash used in investing activities; cost of goods sold; ratio of debt to debt plus equity; profit before tax; gross profit; return on shareholder equity; return on invested capital; return on average total capital employed; return on net profit; net sales; earnings assets employed before interest and taxes; earnings before interest, taxes, depreciation and amortization; Fair Market Value of Shares; basic earnings per share; diluted earnings per share; return on shareholder equity; operating working capital; average accounts receivable (calculated by taking the average of accounts receivable at the end of each month); average inventories (calculated by taking the average of inventories at the end of each month); return on average total capital employed; return on net assets employed before interest and taxes; economic value added; return and customer satisfaction. As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles, if applicable, but, unless otherwise determined by the Committee, will exclude the effects of (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on year-end equity; and/or the disposition of a business, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition, that in each case the Company identifies in its audited financial statements, including footnotes, or the Management's Discussion and Analysis section of the Company's annual report. In the case of Awards that the Committee determines will not be considered "performance-based compensation" under Code section Section 162(m), such other goals as the Committee may establish other Performance Goals not listed in its discretion. this Plan. View More

Performance Goals. Means any Any goals the Committee Administrator establishes that relate to one or more of the following with respect to the Company or any one or more Subsidiaries Subsidiaries, Affiliates or other business units: revenue; cash flow; net cash provided by operating activities; net cash provided by operating activities less net cash used in investing activities; cost of goods sold; ratio of debt to debt plus equity; profit before tax; gross profit; net profit; net sales; earnings before interest... and taxes; earnings before interest, taxes, depreciation and amortization; Fair Market Value of Shares; basic earnings per share; diluted earnings per share; return on shareholder equity; average accounts receivable (calculated by taking the average of accounts receivable at the end of each month); average inventories (calculated by taking the average of inventories at the end of each month); return on average total capital employed; return on net assets employed before interest and taxes; economic value added; return on year-end equity; and/or in the case of Awards that the Committee Administrator determines will not be considered "performance-based "performance based compensation" under Code section Section 162(m) or for purposes of exercising negative discretion in connection with an Award that is considered "performance based compensation" under Code Section 162(m), such other goals as the Committee Administrator may establish in its discretion. discretion including subjective, individual criteria. View More

Performance Goals. Means the The goal(s) (or combined goal(s)) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Administrator, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Annual Revenue, (b) Cash Position, (c) (b) Earnings Per Share, (c) Expenses, (d) Gross Margin, (e) Individual Objectives, (f) Net Income, (e) (g) Operating... Cash Flow, (f) (h) Operating Income, (g) (i) Operating Margin, (j) Return on Assets, (h) (k) Return on Equity, (i) (l) Return on Sales, and (j) (m) Revenue, (n) Total Stockholder Return. Return, and/or (o) Unit Sales. The Performance Goals may differ from Participant to Participant and from Award to Award. Any criteria used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including, but not limited to, passage of time and/or against another company or companies), (iii) on a per-share basis, (iv) against the performance of the Company as a whole or of a business unit of the Company or by product or product line, (v) on a pre-tax or after-tax basis, and/or on a GAAP or non-GAAP basis. Prior to the beginning of the applicable Performance Period, the Administrator shall determine whether any significant element(s) shall be included or excluded from the calculation of any Performance Goal with respect to any Participants. For example, but not by way of limitation, the Administrator may determine that the measures for one or more Performance Goals shall consist of non-GAAP variations of any of the foregoing measures. The Committee may set different goals for Awards not intended to qualify for exemption from the limitations of Section 162(m) of the Code. The Administrator shall appropriately is authorized, in its sole and absolute discretion, to adjust any evaluation or modify the calculation of performance under a Performance Goal for a Performance Period (provided, that if an Award is intended to exclude (i) constitute "performance-based compensation" under Section 162(m) of the Code, such adjustment or modification may be made only to the extent permitted under Section 162(m) of the Code) in order to prevent the dilution or enlargement of the rights of Participants based on the following events: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (D) any reorganization and restructuring programs; (E) extraordinary non-recurring nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor or pronouncement thereto) and/or in management's discussion and analysis of financial conditions condition and results of operations appearing in the Company's annual report to stockholders for the applicable year, year; (F) acquisitions or (ii) the effect of divestitures; (G) any changes other specific unusual or nonrecurring events, or objectively determinable category thereof; (H) foreign exchange gains and losses; and (I) a change in accounting principles affecting the Company's or a business units' reported results. fiscal year View More

Performance Goals. Means the goal(s) (or combined goal(s)) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Administrator, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Annual Revenue, (b) Cash Utilization, (c) Cash Position, (c) (d) Earnings Per Share, (d) (e) Net Income, (e) (f) Operating Cash Flow, (f) (g) Operating Income,... (g) (h) Return on Assets, (h) (i) Return on Equity, (i) (j) Return on Sales, Sales and (j) (k) Total Stockholder Return. For Awards not intended to qualify for treatment under Section 162(m) of the Code, there may be additional Performance Goals set by the Board. The Performance Goals may differ from Participant to Participant and from Award to Award. The Administrator shall appropriately adjust any evaluation of performance under a Performance Goal to exclude (i) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial conditions and results of operations appearing in the Company's annual report to stockholders for the applicable year, or (ii) the effect of any changes in accounting principles affecting the Company's or a business units' reported results. View More

Performance Goals. Means the goal(s) (or combined goal(s)) goal or goals determined by the Administrator Committee (in its sole and absolute discretion) to be applicable to a Participant with respect to an Award. As determined by the Administrator, Committee, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Annual Revenue, (b) Cash Position, (c) Earnings Per Share, (d) Net Income, (e) Operating Cash Flow, (f)... Operating Income, (g) Return (i) annual revenue, (ii) earnings before interest, taxes, depreciation and amortization, (iii) earnings per share, (iv) net income, (v) operating cash flow, (vi) operating income, (vii) return on Assets, (h) Return assets, (viii) return on Equity, (i) Return equity, (ix) return on Sales, sales, (x) total shareholder return and (j) Total Stockholder Return. (xi) Individual Performance Objectives. The Performance Goals may differ from Participant to Participant and from Award to Award. The Administrator Committee shall appropriately adjust adjust, as appropriate, any evaluation of performance under a Performance Goal to exclude (i) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial conditions and results of operations appearing in the Company's annual report to stockholders shareholders for the applicable year, or (ii) the effect of any changes in accounting principles affecting the Company's or a business units' reported results. View More

Performance Goals. For Means, for a Performance Period, the goals established in writing by the Committee Administrator for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance, the performance of a Subsidiary or Affiliate, the performance of a division or a business unit of the Company or a Subsidiary or Affiliate, or the performance of a division,... business unit, or an individual. The Committee, Administrator, in its discretion, may, to the extent consistent with, and within the time prescribed by by, Section 162(m) of the Code, appropriately adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the dilution or enlargement of the rights of Holders Awardees (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development, or (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions. View More

Performance Goals. For a Performance Period, the The goals established in writing by the Committee for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, Subsidiary or an individual. The Committee shall establish Performance Goals for each Performance Period prior to, or as soon as practicable after,... the commencement of such Performance Period. The Committee, in its discretion, may, within the time prescribed by Code Section 162(m) of the Code, 162(m), adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the dilution or enlargement of the rights of Holders (a) Participants (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development, or (b) (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions. conditions View More

Performance Goals. For a Performance Period, the goals established in writing by the Committee Administrator for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business an Affiliate, division or other operational unit, or an individual. The Committee, Administrator, in its discretion, may, within the time... prescribed by Section 162(m) of the Code, may adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the dilution or enlargement of the rights of Holders (a) Participants (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development, or (b) (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions. View More

Performance Goals. Performance goals established by the Committee which may be based on earnings or earnings growth, sales, return on equity, revenue, net operating income, net income, book value per share, dividend characterization, return on assets, cash flow, total shareholder stockholder return, equity or investment, investment growth, gross amount invested, market share, regulatory compliance, compliance (including compliance goals relating to the Sarbanes-Oxley Act of 2002), satisfactory internal or... external audits, improvement of financial ratings, achievement of balance sheet objectives, implementation or income statement objectives, completion of one or more projects or transactions, intradepartmental or intra-office performance, or any other objective goals established by the Committee, and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Such performance standards goals may be particular to an Eligible Person, the Company, Employee or the department, 2 3 branch, Affiliate or other division in which he or she works, or may be based on the performance of the Company Company, one or more Affiliates, or the Company and its Affiliates generally, one or more Affiliates, and may cover such period as may be specified by the Committee. Committee View More

Performance Goals. Performance Means performance goals established by the Committee which may be based on earnings or earnings growth, sales, return on equity, revenue, net operating income, net income, book value per share, dividend characterization, return on assets, cash flow, total shareholder stockholder return, equity or investment, investment growth, gross amount invested, market share, regulatory compliance, compliance (including compliance goals relating to the Sarbanes-Oxley Act of 2002), satisfactory... internal or external audits, improvement of financial ratings, achievement of balance sheet objectives, implementation or income statement objectives, completion of one or more projects or transactions, intradepartmental or intra-office performance, or any other objective goals established by the Committee, and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Such performance standards goals may be particular to an Eligible Person, the Company, Employee or the department, 2 3 branch, Affiliate or other division in which he or she works, or may be based on the performance of the Company Company, one or more Affiliates, or the Company and its Affiliates generally, one or more Affiliates, and may cover such period as may be specified by the Committee. View More

Performance Goals. Performance Means performance goals established by the Committee Committee, which may be based on earnings or earnings growth, sales, return on assets, cash flow, total shareholder return, equity or investment, regulatory compliance, satisfactory internal or external audits, improvement of financial ratings, achievement of balance sheet or income statement objectives, or any other objective goals established by the Committee, and may be absolute in their terms or measured against or in... relationship to other companies comparably, similarly or otherwise situated. Such performance standards may be particular to an Eligible Person, the Company, employee or the department, 2 3 branch, Affiliate Subsidiary or other division in which he or she works, or may be based on the performance of the Company or the Company and its Affiliates generally, and may cover such period as may be specified by the Committee. View More