Performance Period during which the individual was a Participant. An individual who
may otherwise be a Participant may be considered ineligible to participate in the Plan at
any time and for any reason at the Committee’s discretion regardless of whether the
individual remains employed in the same or a similar role at the Company. A Participant
who becomes employed by the Company after the beginning of a Performance Period
must be employed by the Company on or prior to September 30 of such Performance
Period in order to be eligible for an incentive in respect of such Performance Period, and
in such case, such incentive (if any) will be prorated based on the number of days that the
Participant is was employed during such Performance Period.
4.Performance Period. The Committee shall determine the period of time
during which performance shall be measured in respect of the incentives payable under
the Plan (each, a “Performance Period”). Unless otherwise determined by the
Committee, each Performance Period under the Plan shall relate to a Company fiscal
year, commencing on January 1 and ending on December 31 of each year.
5.Performance Goals. Upon, or as soon as practicable after, the start of each
Performance Period, the Committee shall determine the performance goals that shall be
used to determine the extent to which an incentive will be earned under the Plan for such
Performance Period (including the performance metrics, targets, goals, weightings and all
such other matters it considers appropriate) (the “Performance Goals”). Each
Performance Goal established by the Committee may apply to the Company, any
subsidiary, or any business unit, division or other segment of the Company (each a
“Company Performance Factor”) or to the Participant individually (each an
“Individual Performance Factor”) as the Committee deems appropriate. Company
Performance Factors may be financial or strategic and measured on an absolute (e.g., plan
or budget) or relative basis, may be established on a corporate-wide basis or with respect
to one or more business units, divisions, subsidiaries or business segments and/or any
other performance objectives determined by the Committee. If the Committee determines
that a change in the business, operations, corporate structure or capital structure of the
Company, or the manner in which the Company conducts its business, or other events or
circumstances render the Performance Goals unsuitable, the Committee may modify and/
or adjust the Performance Goals or the related level of achievement, in whole or in part,
as the Committee deems appropriate or equitable such that it does not provide any undue
enrichment or harm. For clarity, the Individual Performance Factor may be a grouping of
select Company Performance Factors, or may be an individual annual performance rating
as determined by the Committee (for the CEO), and determined by the CEO or Executive
Administrators for all other Participants, and may be applied as a modifier to a calculated
award payment based on Company Performance Factors or may be a separate weighed
component of an award payment as approved by the Committee.
6.Actual Incentive. As soon as practicable after the end of each Performance
Period, the Committee will determine the actual incentive (if any) earned for each
Participant for such Performance Period based on the level of achievement of the related
Performance Goals (the “Actual Incentive”). The Committee may exercise discretion to