- Performance Measures.
(a) The performance goals upon which the payment or vesting of an Award granted to a Participant may include, but not be limited to, the following:
| 1. | Net earnings or net income (before or after taxes); |
| 3. | Earnings before or after taxes, depreciation, and/or amortization; |
| 4. | Net sales or revenue growth (whether in general or by type of product or service or by type of customer); |
| 7. | Net operating income or net operating earnings per share (excluding acquisition expenses and other non-recurring charges); |
| 8. | Return measures (including, but not limited to, GAAP, operating, core or adjusted return on assets, regulatory capital, capital, tangible capital, invested capital, equity, sales, or revenue); |
| 9. | Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment); |
| 10. | Gross or operating margins; |
| 11. | Productivity and financial performance ratios; |
| 12. | Share price (including, but not limited to, growth measures and total shareholder return); |
| 13. | Expense targets and operating expenses; |
| 14. | Margins (including, but not limited to, net interest margin); |
| 15. | Completion of acquisitions of business or companies; |
| 16. | Completion of divestitures or asset sales; |
| 17. | Asset quality metrics; |
| 18. | Achievement of business operational objectives; |
| 21. | Customer satisfaction; |
| 22. | Working capital targets and change in working capital; |
| 23. | Customer account growth and new account openings; and |
| 24. | Any one or a combination of any of the foregoing business criteria. |
Any Performance Measure(s) may be used to measure the performance of the Company, Subsidiary, and/or any affiliate of the Company as a whole or any business unit of the Company, Subsidiary, and/or affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select
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Performance Measure above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Paragraph 16(a).
(b) The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (iv) any reorganization and restructuring programs, (v) extraordinary nonrecurring items as described in FASB Accounting Standards Codification 225-20 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (vi) acquisitions or divestitures, and (vii) foreign exchange gains and losses.
(c) In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval.
