2.26 Management Goals means, for a Performance Period, the one or more
goals established (or provided for) by the Committee, including those goals based upon the Management Objectives.
(a) The Committee may
provide that any evaluation of Management Goals shall include or exclude any of the following items, among other 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 or the Management Objectives unsuitable, the Committee may in its discretion modify such Management Goals or Management Objectives or the actual
levels of achievement regarding the Management Goals and/or Management Objectives, in whole or in part, as the Committee deems appropriate and equitable.
2.27 Management Objectives means the measurable performance objective or objectives established pursuant to this Plan 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 (if any) 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)):
(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;
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