(z) Incentive Stock Option means an Option
which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.
(aa) Indemnifiable Person has the meaning given to such term in Section 4(e) of the
Plan.
(bb) Minimum Vesting Condition means, with respect to any Award, that vesting of
(or lapsing of restrictions on) such Award does not occur any more rapidly than on the first anniversary of the Date of Grant (or the date of commencement of employment or service, in the case of a grant made in connection with a Participants
commencement of employment or service), other than (i) in connection with a Change in Control, (ii) as a result of a Participants death or Disability, termination of employment by the Company without Cause or resignation of
employment for good reason, if applicable, or (iii) with respect to any Award granted to a
Non-Employee
Director;
provided
,
however
, that notwithstanding the foregoing, Awards that result in
the issuance of an aggregate of up to five percent (5%) of the Absolute Share Limit may be granted to any one or more Eligible Persons without regard to such Minimum Vesting Condition.
(cc) Non-Employee
Director means a member of the
Board who is not an employee of any member of the Company Group.
(dd) Nonqualified Stock
Option means an Option which is not designated by the Committee as an Incentive Stock Option.
(ee) Option means an Award granted under Section 7 of the Plan.
(ff) Option Period has the meaning given to such term in Section 7(c) of the Plan.
(gg) Other Equity-Based Award means an Award that is not an Option, Stock Appreciation Right,
Restricted Stock or Restricted Stock Unit, that is granted under Section 10 of the Plan and is (i) payable by delivery of Common Stock, and/or (ii) measured by reference to the value of Common Stock.
(hh) Participant means an Eligible Person who has been selected by the Committee to
participate in the Plan and to receive an Award pursuant to the Plan.
(ii) Performance
Targets means the attainment of specific levels of performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative
departments, or any combination of the foregoing) and shall be based on specific performance targets, which may be determined in accordance with GAAP or on a
non-GAAP
basis, and shall relate to one or more of
the following performance criteria: (i) net income or operating net income (before or after taxes, interest, depreciation, amortization, and/or nonrecurring/unusual items), (ii) return on assets, return on capital, return on equity, return on
economic capital, return on other measures of capital, return on sales or other financial criteria, (iv) revenue or net sales, (v) gross profit or operating gross profit, (vi) cash flow, (vii) productivity or efficiency ratios,
(viii) share price or total shareholder return, (ix) earnings per share, (x) budget and expense management, (xi) customer and product measures, including market share, high value client growth, and customer growth,
(xii) working capital turnover and targets, (xiii) margins, and (xiv) economic value added or other value added measurements, and (xv) any other measure of financial performance that can be determined pursuant to U.S. generally
accepted accounting principles, or any combination of any of the foregoing, in any such case (x) considered absolutely or relative to historic performance or relative to one or more other businesses and (y) determined for the Company or
any business unit or division thereof. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Targets.
(jj) Permitted Transferee has the meaning given to such term in Section 14(b) of the
Plan.
(kk) Person means any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act).
A-4