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) pre-tax income or after-tax income; (ii) earnings including operating income, earnings before 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) 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) 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. 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 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 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). 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 or the financial statements of the Company or any Parent or Subsidiary of the Company, 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.
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Performance Goals.
Means 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.
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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)
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
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Performance Goals.
Means 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.
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Performance Goals.
Means means performance goals based on one or more of the following criteria, determined in accordance with generally accepted accounting principles where applicable: (i)
pre-tax income or after-tax income; (ii) earnings including operating income, earnings before or after taxes, earnings before or after interest,
taxes, depreciation, amortization, or extraordinary or special items;
(ii) net income, before or after extraordinary or special items; (iii)
net income excluding amortization of... intangible assets, depreciation and impairment of goodwill and intangible assets; (iv) earnings or book value per share (basic or diluted); (v) return on assets equity (gross or net), return on investment, return on capital, before or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted after extraordinary or otherwise), net cash provided by operations, special items; (iv) earnings per share, before or cash flow in excess of cost of capital; (viii) economic value created; (ix) operating margin after extraordinary or profit margin; (x) special items; and (v) stock price 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. price. Where applicable, the Performance Goals may be 3 expressed in terms of attaining a specified level of the particular criterion or the attainment of a percentage an increase or decrease (expressed as absolute numbers of a percentage) in the particular criterion, and may be applied to one or more of the Company or a Parent or Subsidiary 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 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). 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 or the financial statements of the Company or any Parent or Subsidiary of the Company, 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.
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Performance Goals.
Means means performance goals based on one or more of the following criteria, determined in accordance with generally accepted accounting principles where applicable: (i)
pre-tax income or after-tax income; (ii) earnings including operating income, earnings before or after taxes, earnings before or after interest,
taxes, depreciation, amortization, or extraordinary or special items;
(ii) net income, before or after extraordinary or special items; (iii)
net income excluding amortization of... intangible assets, depreciation and impairment of goodwill and intangible assets; (iv) earnings or book value per share (basic or diluted); (v) return on assets equity (gross or net), return on investment, return on capital, before or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted after extraordinary or otherwise), net cash provided by operations, special items; (iv) earnings per share, before or cash flow in excess of cost of capital; (viii) economic value created; (ix) operating margin after extraordinary or profit margin; (x) special items; and (v) stock price 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. price. 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 an increase or decrease (expressed as absolute numbers of a percentage) in the particular criterion, and may be applied to one or more of the Company or a Parent or Subsidiary 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 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). 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 or the financial statements of the Company or any Parent or Subsidiary of the Company, 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.
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Performance Goals.
Means 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) earnings including operating income, earnings before 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) earnings items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per common share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vi) return (vii) returns on sales or revenues; (vii) (viii) operating expenses; (ix) stock price appreciation; (x) 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) (xi) implementation or completion of critical projects or processes; (xii) economic value created; (ix) (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (x) (xv) common stock price or total stockholder return; (xi) earnings from continuing operations; (xii) (xvi) cost targets, reductions and savings, productivity and efficiencies; (xiii) franchise sales targets; and (xiv) (xvii) strategic business 3 criteria, consisting of one or more objectives based on meeting specified market penetration or market share, penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions. transactions, and budget comparisons; (xviii) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xix) any combination of, or a specified increase in, any of the foregoing. 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 Subsidiary or Subsidiary Affiliate of the Company, 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 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 Subsidiary or Subsidiary Affiliate of the Company or the financial statements of the Company or any Parent Subsidiary or Subsidiary Affiliate of the Company, 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.
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Performance Goals.
Means means performance goals based on one or more of the following criteria, determined in accordance with generally accepted accounting principles where applicable: (i)
pre-tax income or after-tax income; A measure of earnings (pretax, after tax, etc.) deemed appropriate by the Committee; (ii)
earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items; A measure of return (on assets,... investment, etc.) deemed appropriate by the Committee; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets; (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) (iv) stock price or total stockholder return; (xi) earnings from continuing operations; (xii) (v) cost targets, reductions and savings, productivity and efficiencies; (xiii) franchise sales targets; (vi) acquisitions, divestitures, joint ventures, licensing deals, and (xiv) other corporate transactions; (vii) research and development milestones; and (viii) 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 regulatory approvals, clinical trials, 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 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 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). 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 or the financial statements of the Company or any Parent or Subsidiary of the Company, 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.
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Performance Goals.
Means 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; income, (ii)
earnings including operating
income, earnings before profit, (iii) 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; investment, (iv) earnings or book value per share (basic share, (v) sales or diluted); (v) return on assets (gross or net), return on investment, return on capital, or return on equity; revenues, (vi) return on revenues; operating expenses, (vii) cash flow, free cash flow, Stock price appreciation, (viii) cash flow return on investment (discounted or otherwise), net cash provided by operations, (ix) implementation or cash flow in excess completion of cost of capital; (viii) economic value created; (ix) operating margin critical projects or profit margin; (x) stock price 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 Company, a Subsidiary or a Parent or Subsidiary of the Company, Affiliate, 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 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 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 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.
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Performance Goals.
Means means performance goals
determined by the Committee, which may be 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)
pre-tax or after-tax profits; (iii) income or earnings including operating income, earnings before or after taxes, earnings before
interest, taxes, depreciation and amortization, earnings before or after interest, depreciation,
... amortization, or extraordinary items that are unusual in nature or infrequently occurring or special items; (iii) items, or a combination of any or all of the foregoing; (iv) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets; (iv) assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (v) earnings or book value per share (basic or diluted); (v) (vi) return on assets (gross or net), return on investment, return on capital, return on invested capital or return on equity; (vi) (vii) return on revenues; (vii) (viii) 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) (ix) economic value created; (ix) (x) operating margin or profit margin; (x) margin (gross or net); (xi) stock price or total stockholder return; (xi) (xii) income or earnings from continuing operations; (xii) (xiii) after-tax or pre-tax return on stockholders' equity; (xiv) growth in the value of an investment in the Company's common stock assuming the reinvestment of dividends; (xv) operating profits or net operating profits; (xvi) working capital; (xvii) gross or net sales, revenue and growth of sales revenue (either before or after cost of goods, selling and general administrative expenses, and any other expenses or interest); (xviii) cost targets, reductions and savings, savings (including, without limitation, the achievement of a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, the Company's bank debt or other long-term or short-term public or private debt or other similar financial obligations of the -3-.Company, which may be calculated net of such cash balances and/or other offsets and adjustments as may be established by the Committee), expense management, productivity and efficiencies; (xiii) franchise sales targets; and (xiv) (xix) 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. transactions; (xx) franchise and/or royalty income; (xxi) market share; (xxii) strategic objectives, development of new product lines and related revenue, sales and margin targets; (xxiii) franchisee growth and retention; (xxiv) co-branding or international operations; (xxv) comparisons of continuing operations to other operations; (xxvi) management fee or licensing fee growth; (xxvii) other financial or business measures as may be determined by the Committee; and (xxviii) any combination of the foregoing. 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 of the Company, its Affiliates, 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 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). Each of the foregoing Performance Goals shall may be evaluated in accordance with generally accepted accounting principles, where applicable, and shall be subject to certification principles (GAAP) or other financial measures (including non-GAAP measures) as determined by the Committee. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual unusual, non-recurring, non-core or non-recurring other events affecting the Company or any Parent or Subsidiary of the Company its Affiliates or the financial statements of the Company or any Parent or Subsidiary of the Company, its Affiliates, 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 corporate transaction (including, without limitation, a business disposition or acquisition) or related to a change in accounting principles. principles, or otherwise, all as determined by the Committee in its discretion.
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Performance Goals.
Means mean performance goals based on
one or more of any criteria as determined by the
following criteria, determined in accordance with generally accepted accounting principles where applicable: (i) pre-tax income or after-tax income; (ii) earnings including operating income, earnings before 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) 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) 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. Committee. Where applicable, the Performance Goals may be expressed in terms of a relative measure against a set of identified peer group companies, 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 3 Award will be made (or issued or no vesting will occur), occur, levels of performance at which specified payments Performance 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 an objectively determinable manner and in accordance with generally accepted accounting principles, principles where applicable, unless otherwise specified by the Committee, 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.
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