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This excerpt taken from the AKS 8-K filed Oct 22, 2008. Performance
Goals.
(a)
For purposes of this Plan, including but not limited to Awards of Performance
Shares under this Article 8, “performance goals” shall mean the criteria and
objectives, determined by the Committee, which shall be satisfied or met during
the applicable Performance Period as a condition to the Participant’s receipt of
Shares with respect to such Award. The criteria or objectives for an
Award shall be determined by the Committee in writing, shall be measured for
achievement or satisfaction during the Performance Period in which the Committee
established for such Participant to satisfy or achieve such criteria and
objectives and may be absolute in their terms or measured against or in
relationship to an index or other companies comparably, similarly or otherwise
situated or other external or internal measure and may be based on or adjusted
for any other objective goals, events, or occurrences established by the
Committee, provided that such criteria and objectives relate to one or more of
the following: total shareholder return; earnings; earnings per
share; net income; revenues; operating profit; income before taxes, depreciation
and/or amortization; cash flow; expenses; market share; return on assets; return
on capital employed; return on equity; assets; value of assets; Fair Market
Value of Shares; regulatory compliance; safety standards; quality standards;
cost reduction objectives; satisfactory internal or external audits; improvement
of financial ratings; achievement of balance sheet or income statement
objectives; profit per ton shipped; or other financial, accounting or
quantitative objectives established by the Committee.
(b)
Performance criteria and objectives may include or exclude extraordinary or
unusual charges or credits; pension or other employee benefit plan corridor
charges or credits; losses from discontinued operations; restatements and
accounting changes and other unplanned special charges such as restructuring
expenses; acquisitions; acquisition expenses, including expenses related to
impairment of goodwill or other intangible assets; stock offerings; stock
repurchases and loan loss provisions. Such performance criteria and
objectives may be particular to a line of business, subsidiary or affiliate or
the Company generally, and may, but need not be, based upon a change or an
increase or positive result.
(c)
In interpreting Plan provisions applicable to performance criteria and
objectives and to Performance Share Awards to Participants who are Covered
Employees, it is the intent of the Plan to conform with the standards of Section
162(m) of the Code and the regulations thereunder. The Committee in
establishing performance criteria and objectives applicable to such Awards, and
in interpreting the Plan, shall be guided by such standards, including, but not
limited to providing that the Award shall be paid solely as a function of
attainment of objective performance criteria and objectives based on one or more
of the specific criteria and objectives set forth in this Section 8.8
established by the Committee not later than 90 days after the Performance Period
applicable to the Performance Share Award has commenced (or, if such period of
service is less than one year, not later than the date on which 25% of such
period has elapsed). Prior to the payment of any compensation based
on achievement of performance criteria and objectives to any such Covered
Employee, the Committee must certify in writing the extent to which the
applicable performance criteria and objectives were, in fact, achieved and the
amounts to be paid, vested or delivered as a result thereof, provided the
Committee may reduce, but not increase, such amount.
Article
9. Rights of Employees.
This excerpt taken from the AKS 10-K filed Mar 2, 2006. 8.8 Performance Goals. (a) For purposes of this Plan, including but not limited to Awards of Performance Shares under this Article 8, “performance goals” shall mean the criteria and objectives, determined by the Committee, which shall be satisfied or met during the applicable Performance Period as a condition to the Participant’s receipt of Shares with respect to such Award. The criteria or objectives for an Award shall be determined by the Committee in writing, shall be measured for achievement or satisfaction during the Performance Period in which the Committee established for such Participant to satisfy or achieve such criteria and objectives and may be absolute in their terms or measured against or in relationship to an index or other companies comparably, similarly or otherwise situated or other external or internal measure and may be based on or adjusted for any other objective goals, events, or occurrences established by the Committee, provided that such criteria and objectives relate to one or more of the following: total shareholder return; earnings; earnings per share; net income; revenues; operating profit; income before taxes, depreciation and/or amortization; cash flow; expenses; market share; return on assets; return on capital employed; return on equity; assets; value of assets; Fair Market Value of Shares; regulatory compliance; safety standards; quality standards; cost reduction objectives; satisfactory internal or external audits; improvement of financial ratings; achievement of balance sheet or income statement objectives; profit per ton shipped; or other financial, accounting or quantitative objectives established by the Committee.
(b) Performance criteria and objectives may include or exclude extraordinary or unusual charges or credits; pension or other employee benefit plan corridor charges or credits; losses from discontinued operations; restatements and accounting changes and other unplanned special charges such as restructuring expenses; acquisitions; acquisition expenses, including expenses related to impairment of goodwill or other intangible assets; stock offerings; stock repurchases and loan loss provisions. Such performance criteria and objectives may be particular to a line of business, subsidiary or affiliate or the Company generally, and may, but need not be, based upon a change or an increase or positive result. (c) In interpreting Plan provisions applicable to performance criteria and objectives and to Performance Share Awards to Participants who are Covered Employees, it is the intent of the Plan to conform with the standards of Section 162(m) of the Code and the regulations thereunder. The Committee in establishing performance criteria and objectives applicable to such Awards, and in interpreting the Plan, shall be guided by such standards, including, but not limited to providing that the Award shall be paid solely as a function of attainment of objective performance criteria and objectives based on one or more of the specific criteria and objectives set forth in this Section 8.8 established by the Committee not later than 90 days after the Performance Period applicable to the Performance Share Award has commenced (or, if such period of service is less than one year, not later than the date on which 25% of such period has elapsed). Prior to the payment of any compensation based on achievement of performance criteria and objectives to any such Covered Employee, the Committee must certify in writing the extent to which the applicable performance criteria and objectives were, in fact, achieved and the amounts to be paid, vested or delivered as a result thereof, provided the Committee may reduce, but not increase, such amount. This excerpt taken from the AKS DEF 14A filed Apr 22, 2005. 8.8 Performance Goals.
(a) For purposes of this Plan, including but not limited to Awards of Performance Shares under this Article 8, “performance goals” shall mean the criteria and objectives, determined by the Committee, which shall be satisfied or met during the applicable Performance Period as a condition to the Participant’s receipt of Shares
A-10
with respect to such Award. The criteria or objectives for an Award shall be determined by the Committee in writing, shall be measured for achievement or satisfaction during the Performance Period in which the Committee established for such Participant to satisfy or achieve such criteria and objectives and may be absolute in their terms or measured against or in relationship to an index or other companies comparably, similarly or otherwise situated or other external or internal measure and may be based on or adjusted for any other objective goals, events, or occurrences established by the Committee, provided that such criteria and objectives relate to one or more of the following: total shareholder return; earnings; earnings per share; net income; revenues; operating profit; income before taxes, depreciation and/or amortization; cash flow; expenses; market share; return on assets; return on capital employed; return on equity; assets; value of assets; Fair Market Value of Shares; regulatory compliance; safety standards; quality standards; cost reduction objectives; satisfactory internal or external audits; improvement of financial ratings; achievement of balance sheet or income statement objectives; profit per ton shipped; or other financial, accounting or quantitative objectives established by the Committee.
(b) Performance criteria and objectives may include or exclude extraordinary or unusual charges or credits; pension or other employee benefit plan corridor charges or credits; losses from discontinued operations; restatements and accounting changes and other unplanned special charges such as restructuring expenses; acquisitions; acquisition expenses, including expenses related to impairment of goodwill or other intangible assets; stock offerings; stock repurchases and loan loss provisions. Such performance criteria and objectives may be particular to a line of business, subsidiary or affiliate or the Company generally, and may, but need not be, based upon a change or an increase or positive result.
(c) In interpreting Plan provisions applicable to performance criteria and objectives and to Performance Share Awards to Participants who are Covered Employees, it is the intent of the Plan to conform with the standards of Section 162(m) of the Code and the regulations thereunder. The Committee in establishing performance criteria and objectives applicable to such Awards, and in interpreting the Plan, shall be guided by such standards, including, but not limited to providing that the Award shall be paid solely as a function of attainment of objective performance criteria and objectives based on one or more of the specific criteria and objectives set forth in this Section 8.8 established by the Committee not later than 90 days after the Performance Period applicable to the Performance Share Award has commenced (or, if such period of service is less than one year, not later than the date on which 25% of such period has elapsed). Prior to the payment of any compensation based on achievement of performance criteria and objectives to any such Covered Employee, the Committee must certify in writing the extent to which the applicable performance criteria and objectives were, in fact, achieved and the amounts to be paid, vested or delivered as a result thereof, provided the Committee may reduce, but not increase, such amount.
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