(n) “Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.
(o) “Incentive Stock Option” means an Option Right that is intended to
qualify as an “incentive stock option” under Section 422 of the Code or any successor provision.
(p) “Management Objectives” means the measurable performance objective
or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation Rights, Restricted
Stock, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan. The Management Objectives applicable to an award under this Plan (if any) shall be determined by the Committee (or an applicable delegate), and may be
based on one or more, or a combination, of metrics under the following categories or such other metrics as may be determined by the Committee (or an applicable delegate) (including relative or growth achievement regarding such metrics):
(i) Profits (e.g., gross
profit, gross profit growth, operating income, earnings before or after deduction for all or any portion of interest, taxes, depreciation or amortization, net income (before or after taxes), consolidated net income, net earnings, net sales, cost
of sales, basic or diluted earnings per share (before or after taxes), residual or economic earnings, net operating profit (before or after taxes), or economic profit);
(ii) Cash Flow (e.g., actual
or adjusted earnings before or after interest, taxes, depreciation and/or amortization (including EBIT and EBITDA), free cash flow, free cash flow with or without specific capital expenditure target or range, including or excluding divestments
and/or acquisitions, operating cash flow, total cash flow, cash flow in excess of cost of capital or residual cash flow, or cash flow return on investment);
(iii) Returns (e.g., profits
or cash flow returns on: assets, investment, capital, invested capital, net capital employed, equity, or sales);
(iv) Working Capital (e.g.,
working capital targets, working capital divided by sales, days’ sales outstanding, days’ sales inventory, or days’ sales in payables);
(v) Profit Margins (e.g.,
profits divided by revenues or gross margins and material margins divided by revenues);
(vi) Liquidity Measures (e.g.,
debt-to-capital, debt-to-EBITDA, or total debt ratio);
(vii) Sales Growth, Gross Margin
Growth, Cost Initiative and Stock Price Metrics (e.g., revenue, net revenue, revenue growth, net revenue growth, revenue growth outside the United States, gross margin and gross margin growth, material margin and material margin growth,
stock price appreciation, total return to stockholders, sales and administrative costs divided by sales, or sales and administrative costs divided by profits); and
(viii) Strategic Initiative Key
Deliverable Metrics consisting of one or more of the following: product development, strategic partnering, research and development, vitality index, market penetration, market share, geographic business expansion goals, expense targets
or cost reduction goals, general and administrative expense savings, selling, general and administrative expenses, objective measures of client/customer satisfaction, employee satisfaction, employee retention, management of employment practices
and employee benefits, supervision of litigation and information technology, productivity ratios, economic value added (or another measure of profitability that considers the cost of capital employed), product quality, sales of new products, or
goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures.
