flow from operations or net cash flow from operations, financing and investing activities), stock price, total
stockholder return, gross revenue, revenue growth, operating income (before or after taxes), net earnings (before
or after interest, taxes, depreciation and/or amortization), return on equity or on assets or on net investment, cost
containment or reduction, economic value added or any combination thereof. The performance measurement
period with respect to an award may range from three months to ten years. Performance targets will be adjusted
to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or
other extraordinary events not foreseen at the time the targets were set unless the Administrator provides
otherwise at the time of establishing the targets.
than an option or stock appreciation right) is paid, the Administrator must certify that the performance target or
targets have been satisfied. The Administrator has discretion to determine the performance target or targets and
any other restrictions or other limitations of performance-based awards and may reserve discretion to reduce
payments below maximum award limits.
or crediting of interest or other earnings on the deferred amounts, or the payment or crediting of dividend
equivalents where the deferred amounts are denominated in shares.
Board of Directors occur over a period of no longer than two years, if stockholders prior to a transaction do not
continue to own more than 50% of the voting securities of the company (or a successor or a parent) following a
reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the
company or any of its subsidiaries, a sale or other disposition of all or substantially all of the company's assets or
the acquisition of assets or stock of another entity by the company or any of its subsidiaries, or if the company is
dissolved or liquidated, then awards then-outstanding under the 2004 Performance Incentive Plan may become
fully vested or paid, as applicable, and may terminate or be terminated in such circumstances. The Administrator
also has the discretion to establish other change in control provisions with respect to awards granted under the
2004 Performance Incentive Plan. For example, the Administrator could provide for the acceleration of vesting
or payment of an award in connection with a change in control event that is not described above and provide that
any such acceleration shall be automatic upon the occurrence of any such event.
other than by will or the laws of descent and distribution and are generally exercisable, during the recipient's
lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be
paid only to the recipient or the recipient's beneficiary or representative. The Administrator has discretion,
however, to establish written conditions and procedures for the transfer of awards to other persons or entities,
provided that such transfers are made for estate or tax planning or charitable purposes for no (or nominal)
consideration and comply with applicable federal and state securities laws.
or purchase prices of awards, and performance targets under certain types of performance-based awards, are
subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock
splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and
extraordinary dividends or distributions of property to the stockholders.
reference to our common stock, under any other plan or authority.