Common Stock equal to the number of units earned or an amount in cash equal to the fair market value of that number of shares at the expiration of the period over which the units are to be earned or at a later date selected by our Compensation Committee, less an amount equal to any taxes required to be withheld. To the extent provided in an award agreement, the holder of outstanding restricted stock units shall be entitled to be credited with dividend equivalent payments upon the payment by the Company of dividends on shares of Common Stock, either in cash or (at the sole discretion of our Compensation Committee) in shares of Common Stock having a fair market value equal to the amount of such dividends, and interest may, at the sole discretion of our Compensation Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by our Compensation Committee, which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying restricted stock units are settled. Other Stock-Based Awards. Our Compensation Committee is authorized to grant awards of unrestricted shares of our Common Stock, rights to receive grants of awards at a future date, or other awards denominated in shares of Common Stock under such terms and conditions as our Compensation Committee may determine and as set forth in the applicable award agreement. Performance Compensation Awards. Our Compensation Committee may grant any award under the 2011 Plan in the form of a “Performance Compensation Award” by conditioning the vesting of the award on the satisfaction of certain “Performance Goals.” Our Compensation Committee may establish these Performance Goals with reference to one or more of the following:
| | • | net earnings or net income (before or after taxes); |
| | • | basic or diluted earnings per share (before or after taxes); |
| | • | basic or diluted earnings per share (before or after taxes); |
| | • | net revenue or net revenue growth; |
| | • | gross revenue or gross revenue growth, gross profit or gross profit growth; |
| | • | net operating profit (before or after taxes); |
| | • | return measures (including, but not limited to, return on investment, assets, capital, gross revenue or gross revenue growth, invested capital, equity or sales); |
| | • | cash flow measures (including, but not limited to, operating cash flow, Free Cash Flow and cash flow return on capital), which may but are not required to be measured on a per-share basis; |
| | • | earnings before or after taxes, interest, depreciation, and amortization (including EBIT and EBITDA); |
| | • | gross or net operating margins; productivity ratios; share price (including, but not limited to, growth measures and total stockholder return; expense targets or cost reduction goals, general and administrative expense savings; and operating efficiency); |
| | • | objective measures of customer satisfaction; |
| | • | working capital targets; |
| | • | measures of economic value added or other “value creation” metrics; |
| | • | competitive market metrics; |
| | • | timely completion of new product rollouts; |
| | • | timely launch of new facilities; |
| | • | objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional project budgets); |
| | • | cost of capital, debt leverage, year-end cash position or book value; |
| | • | strategic objectives, development of new product lines and related revenue, sales and margin targets, or international operations; or |
|
