stockholder return, (vii) return on capital (including, without limitation, return on total capital or return on invested capital), (viii) return on investment, (ix)
return on
inventory
, (x) return on assets or net assets, (xi) market capitalization, (xii) economic value added, (xiii) debt leverage (debt to capital) or access to capital, (xiv) gross or net revenue, (xv) sales, net sales
or closings, (xvi) backlog, (xvii) inventory, land or lot improvement or reduction, (xviii) asset turnover, (xix) income,
pre-tax
income, adjusted
pre-tax
income or net income, (xx) operating income or
pre-tax
profit, (xxi) operating profit, operating profit before
non-cash
charges and asset valuation, net
operating profit or economic profit, (xxii) gross margin, gross profit, operating margin or profit margin, (xxiii) return on operating revenue or return on operating assets, (xxiv) cost of sales, (xxv) cash from operations,
(xxvi) operating ratio, (xxvii) operating revenue or return on revenue, (xxviii) market share improvement, (xxix) sales cancellations, (xxx) dividend or dividend yield, (xxxi) general, selling and administrative
expenses improvement or containment, or (xxxii) customer service. Such goals may be particular to a line of business, region, division, or other unit or may be based on the Company generally or any Affiliate.
To the extent consistent with Code Section 162(m) (or, alternatively, to the extent that Code Section 162(m) is not intended to
apply to a particular Award), the Committee may appropriately adjust any evaluation of performance under the above performance criteria to exclude any of the following events that occur during a Performance Period: (i) litigation, claims,
judgments or settlements; (ii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results;
(iii) non-cash
charges related to impairments,
write-offs or asset valuation; (iv) corporate overhead charges, (v) accruals for reorganization and restructuring programs; (vi) adjustments related to deferred tax assets; and (vii)
other material items that are treated as
unusual in nature or infrequently occurring (A)
under generally accepted accounting principles
, (B) as described in managements discussion and analysis of financial condition and results of operations appearing in
the Companys Annual Report to stockholders for the applicable year or years, or (C) publicly announced by the Company in a press release or conference call relating to the Companys results of operations or financial condition for a
completed quarterly, annual, or multi-year fiscal period. The Committee also may take into account normalization related adjustments to the performance criteria if necessary to provide a relevant and consistent comparison to the performance criteria
of the Companys peer group or other comparison group or metric.
(c) Notwithstanding the establishment of any Target
Award and related performance criteria pursuant to Section 3(a), but subject to Section 6, in the sole discretion of the Committee, the Award payable to a Participant in respect of such Target Award may be adjusted, at any time prior to
payment of the related Award, either to increase or decrease the value of such Award, as follows:
(i) the
Committee may adjust an Award for individual performance on the basis of such quantitative and qualitative performance measures and evaluations as it deems appropriate;
(ii) the Committee may make such adjustments as it deems appropriate in the case of any Participant whose position with
the Company has changed during the applicable Performance Period; and
(iii) the Committee shall have the
discretion to adjust performance criteria and the methodology used to measure the determination of the degree of attainment of such criteria;
provided, that to the extent required to qualify as Performance-Based Compensation, any Award designated as Performance-Based Compensation may not be
adjusted under this Section 3(c) or otherwise in a manner that increases the value of such Award. Subject to Section 6, the Committee shall retain the discretion to adjust such Awards in a manner that does not increase the value of such
Awards, at any time prior to the payment thereof.
(d) To the extent that a Target Award is intended to be Performance-Based
Compensation, prior to any payment thereof, the Committee shall certify the extent to which the performance criteria have been satisfied and the amount payable as a result thereof.
(e) In general, Awards earned under the Plan shall be payable in cash; provided, however, that the Committee, in its sole discretion, may
elect to satisfy payment of any Award earned under the Plan in whole or in part by the delivery of a number of Shares or
units denominated in Shares
(Share Units) with a fair market value equal to the dollar value of the Award so
earned. Any Shares or Share Units delivered in settlement of an
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