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: 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; 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. 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. 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)
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Performance Goals.
Any 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)
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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).
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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.
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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
5 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 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.
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Performance Goals.
Any shall mean 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 Subsidiaries or other business
units: units, measured on an absolute basis or in terms of growth or reduction: 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; 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. 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 Committee determines will not be considered "performance based compensation" under Code Section 162(m), 162(m) of the Administrator Code, the 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) occur). 3
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Performance Goals.
Any means any objective or subjective goals the Administrator establishes
that with respect to an Award. The Performance Goals may, without limitation, 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; revenues; gross
income; net income; operating profit; operating income;
income from continuing operations; earnings (including before taxes, and/or interest and/or... depreciation and amortization); consolidated pre-tax income/earnings (adjusted or unadjusted); division pre-tax income/earnings (adjusted or unadjusted); net earnings; earnings per share (including diluted share; earnings per share); price per share; cash flow; net cash provided by before interest, taxes, depreciation and/or amortization (EBITDA) (adjusted or unadjusted); economic profit; 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; margins and statistics; average return on invested capital; other financial return and leverage ratios; total 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. metrics; or a combination of the foregoing. As to each Performance Goal, the relevant measurement of performance shall shall, unless otherwise determined by the Administrator, be computed in accordance with generally accepted accounting principles, if applicable; provided that, principles to the Administrator may, at extent applicable, but, unless otherwise determined by the time of establishing the Performance Goal(s), Administrator, will exclude the effects of the following: (i) extraordinary, unusual and/or non-recurring items of gain or loss, charges for reorganizing and restructuring; (ii) discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of a business, (iii) business; (v) changes in tax or accounting principles, regulations or laws, laws; (vi) mergers, acquisitions, dispositions or (iv) the effect recapitalizations; (vii) impacts on interest expense, preferred dividends and share dilution as a result of a merger debt and capital transactions; and (viii) extraordinary, unusual and/or non-recurring items of income, expense, gain or acquisition. In the loss, that, in case of Awards that each of the Administrator determines will not be considered "performance based compensation" under Code Section 162(m), foregoing, the Company identifies in its publicly filed periodic or current reports, its audited financial statements, including notes to the financial statements, or the Management's Discussion and Analysis section of the Company's annual report. In addition, the Administrator may establish 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) the effects of changes in other Performance Goals not listed in laws or regulations affecting reported results; and (iii) accruals of any amounts for payment under this Plan. Plan or any other compensation arrangements maintained by the Company. 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) numbers, averages and/or percentages) in the particular criterion or achievement 18achievement 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). In addition, the Administrator may establish other Performance Goals and provide for other exclusions or adjustments not listed in this Plan.
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Performance Goals.
Any means any objective or subjective goals the Administrator establishes with respect to an Award. Performance Goals may include, but are not limited to, 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: net sales; cost of sales; revenue; gross
margin; 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; free 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 equity; return on sales; return on capital; return on assets; return on average net assets; operating working capital; average accounts receivable; economic value added; customer satisfaction; operating margin; profit margin; sales performance; sales growth; sales quota attainment; new sales; cross/integrated sales; client engagement; client acquisition; net promoter score; internal revenue growth; and client retention. retention; total shareholder return metrics; or a combination of the foregoing. 4 As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles, if applicable; provided that, principles to the Administrator may, at extent applicable, but, unless otherwise determined by the time of establishing the Performance Goal(s), Administrator, will exclude the effects of the following: (i) extraordinary, unusual and/or non-recurring items of gain or loss, charges for reorganizing and restructuring; (ii) discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of a business, (iii) business; (v) changes in tax or accounting principles, regulations or laws, laws; (vi) mergers, acquisitions or (iv) the effect dispositions; (vii) impacts on interest expense, preferred dividends and share dilution as a result of a merger debt and capital transactions; and (viii) extraordinary, unusual and/or non-recurring items of income, expense, gain or acquisition. In the loss, that, in case of Awards that each of the foregoing, the Company identifies in its publicly filed periodic or current reports, its audited financial statements, including notes to the financial statements, or the Management's Discussion and Analysis section of the Company's annual report. The Administrator determines will not be considered "performance based compensation" under Code Section 162(m), may provide for other adjustments to Performance Goals in the Award agreement or plan document evidencing any Award at the time the Award is granted. In addition, the Administrator may establish appropriately adjust any evaluation of performance under a Performance Goal to exclude any of the following events that occurs during a performance period: (x) litigation, claims, judgments or settlements; (y) the effects of changes in other Performance Goals laws or regulations affecting reported results; and (z) accruals of any amounts for payment under this Plan or any other compensation arrangements maintained by the Company. The inclusion in an Award agreement of specific adjustments or modifications shall not listed be deemed to preclude the Administrator from making other adjustments or modifications, in this Plan. its discretion, as described herein, unless the Award agreement provides that the adjustments or modifications described in such agreement shall be the sole adjustments or modifications. 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) numbers, averages and/or percentages) 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).
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