2.25 Incentive Stock Option means an Option intended to
qualify as an incentive stock option under Section 422 of the Code or any successor provision.
2.26 Incumbent
Board has the meaning provided in Section 2.6(b) of this Plan.
2.27 Management Goals means,
for a Performance Period, the one or more goals established by the Committee, which, for any Award shall be based only upon the Management Objectives.
(a) The Committee may provide that any evaluation of Management Goals shall include or exclude any of the following items:
(i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, regulations, or other laws or regulations affecting reported results; (iv) any
reorganization and restructuring programs; (v) acquisitions or divestitures; (vi) unusual, nonrecurring or extraordinary items identified in the Companys audited financial statements, including footnotes, or in managements
discussion and analysis in the Companys annual report; (vii) foreign exchange gains and losses; (viii) change in the Companys fiscal year; and (ix) any other specific unusual or nonrecurring events, or objectively
determinable category thereof.
(b) If the Committee determines that a change in the business, operations, corporate structure
or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Goals unsuitable, the Committee may in its discretion modify such Management Goals or the related minimum
acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable.
2.28 Management Objectives means the measurable performance objective or objectives selected by the Committee
for purposes of establishing the Management Goal(s) for a Performance Period with respect to any Award under this Plan. The Management Objectives that will be used to establish the Management Goals shall be based on the attainment of specific levels
of performance of the Company, a Subsidiary, division, business unit, operational unit, department, region or function within the Company or Subsidiary in which the Participant is employed. The Management Objectives applicable to any Award shall be
limited to one or more, or a combination, of the following:
(a) Sales, including (i) net sales, (ii) unit sales
volume, and (iii) aggregate product price;
(b) Share price, including (i) market price per share, and
(ii) share price appreciation;
(c) Earnings, including (i) earnings per share, reflecting dilution of shares,
(ii) gross or pre-tax profits, (iii) post-tax profits, (iv) operating profit, (v) earnings net of or including dividends, (vi) earnings net of
or including the after-tax cost of capital, (vii) earnings before (or after) interest and taxes (EBIT), (viii) earnings per share from continuing operations, diluted or basic,
(ix) earnings before (or after) interest, taxes, depreciation and amortization (EBITDA), (x) pre-tax operating earnings after interest and before incentives, service fees and extraordinary or
special items, (xi) operating earnings, (xii) growth in earnings or growth in earnings per share, and (xiii) total earnings;
(d) Return on equity, including (i) return on equity, (ii) return on invested capital, (iii) return or net return on
assets, (iv) return on net assets, (v) return on gross sales, (vi) return on investment, (vii) return on capital, (viii) return on invested capital, (ix) return on committed capital, (x) financial return ratios,
(xi) value of assets, and (xii) change in assets;
(e) Cash flow(s), including (i) operating cash flow,
(ii) net cash flow, (iii) free cash flow, and (iv) cash flow on investment;
(f) Revenue, including
(i) gross or net revenue, and (ii) changes in annual revenues;
(g) Margins, including (i) adjusted pre-tax margin, and (ii) operating margins;
(h) Income, including (i) net income,
and (ii) consolidated net income;
(i) Economic value added;
(j) Costs, including (i) operating or administrative expenses, (ii) operating expenses as a percentage of revenue,
(iii) expense or cost levels, (iv) reduction of losses, loss ratios or expense ratios, (v) reduction in fixed costs, (vi) expense reduction levels, (vii) operating cost management, and (viii) cost of capital;
(k) Financial ratings, including (i) credit rating, (ii) capital expenditures, (iii) debt, (iv) debt reduction,
(v) working capital, (vi) average invested capital, and (vii) attainment of balance sheet or income statement objectives;