EFTA01366679.pdf

Amendment #4 Page 250 of 868 habit of ( Mat III , catome of the performance goals are stbstaccaty urterlan The performance goals wad be objective and wit include one or more of the fdlosug company-wide, parent. &trate suesidary drysion, business int corporate group or indmdual measues revenue or revenue grow1t dvervty economic value added index comparisons. earnings or net inccme (before or after taxes). operating margin, peer company comparisons, productivity. profit margn, return on revenue return on nvestrrent return on capital sales growth. return on assets. stock pnce earnings per share. cash how. free cash flow. working capital levels. worlong capital as a percentage of sales days sales outstandng months on hand days payables outstanding prod.rction levels or services levels. market share. costs, debt to equity ratio, net revenue or net revenue growth. gross revenue, base.business ret sales. Iota segment prdit, ESITOA. adjusted diluted earnings per share, earnings per share gross profit gross mai growth acitusied cross profit ret ;refit margin. operating profit margin, adjusted operating pofit earnings or earnngs per snare before income tax (prof[ before taxes) net earrings or net earnings per share (profit after tax), compound annual growth in earnings per share, pretax income expenses. capealeation. liquidly. results of customer satisfaction su-veys. quality. safety. cost management. process improvement inventory total or net operating asset turnover. operating income. total shareholder return, compound shareholder return, return on equrty. Fenn on invested ca Plat pretax and pre-interest expense return on average invested capital. mach may be expressed on a current yak* basis, or sales growth marketing. operatmg or wockplan goats The applicable award agreement may provide for acceleration or adjustments to the performance targets • Vorg &bled to the limitations set forth in the 2014 Incentive Ran the Committee will determine the vesting terms (nclixfing any performance targets) governing each award at the tone of the grant • TranstorabAy d ametcls Except as otherwise permitted by the Committee or the 2014 Incentive Ran. the 2014 Incentive Ran does not allow awards to be transferred, provided however that (i) certain awards may be transferable by will or by the laws of descent and datislattion, (u) the Committee may determine, in its sole dervetion, at the time of grant or thereafter that a non-gapedslock option that is otherwise rot trareferabte its transferable to a family member in whole Or in part and in such circumstances and under such con:Mors, as specified by the Committee. and (iii) shores subject to awards made pursuant to other stock-oased or cash- based awards may not be transferred prior to the date on which the shares are issued, or, if later. the dale on which any applicable restriction, performance or deferral perod lapses • AcSusanen! for changes in captarizaton In the event of a dissatilicn or liquidation of the Company a sate of substantal y all of trie assets of the Company (in one or a series d transactions), a merger or consoirdeion of the Company with or into any other corporation (regardless of whether the Company is the• sunonng corporaton), or a stet Uoy share exchange invohnng caplet stock or the Company, a dneestiture, drstrouon of assets to sharehoders (other than ordinary cash chniends)_ reorganization. recapitalization rectissicalon stock drodend stock split reverse stock split, stock combnation or exchange netts offenrg spinoff or other relevant change aPlarc9rote °dustmen% wit be made in the numbs,/ and price of stores subject to each outstanding award as well as to the share imitators cOntaned in the 2014 Incentive Ran • Change in co lid Unless otherwee provided in an award agreement, in the event of a parbopont s termraton without cause or good reason during the twelve- month (*rod Idowing a 'change In control' (as evened in the 2014 Incentive Ran) at opera and stock appreciation rights stall teccene immediately exercisable, endear the period of restriction shall expire and the award shall vest immediately with respect to 100% of the shares of restncted stock. restncted stock units, and any other award. an ctror al redone roe goals or other vesting criteria will to deemed achieved at 100% target levels and all other terms and conditions wit be deemed met as of the date of me participant s termination In addition. In the event of a change in coned, an award may be treated to the extent determined by our board of drectas to be permitted under Section 409A of the Code in accordance with one of the followrng methods as determined by our toard of directors in 4s sole d strewn (i) upon at least 10 days advance flake to the affected 242 http://cldocs.btoLto. com:27638/cf/dry7/pub/edgar/20 I 5/07/20/0001193 I 2 5-15-2 5646 I /d78... 7/20/20I 5 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0058207 CONFIDENTIAL SDNY_GM_00204391 EFTA01366679