This excerpt taken from the GMCR DEF 14A filed Jan 28, 2008.
2. DEFINED TERMS
As used in the Plan, the following terms have the meanings associated with them below:
Administrator: A committee or subcommittee of the board of directors of the Company consisting of two or more directors all of whom are both outside directors for purposes of Section 162(m) and non-employee directors for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The aforesaid committee or subcommittee may delegate any of its duties and responsibilities other than those that may not be delegated consistent with the requirements of applicable corporate law and with the performance-based compensation exception under Section 162(m). The term Administrator shall include, to the extent of such delegation, the person or persons to whom such duties and responsibilities were properly delegated.
Code: The federal Internal Revenue Code of 1986, as amended.
Employer: The Company and its Subsidiaries, or any of them.
Participant: An officer or other employee of the Company who is granted an Award under the Plan.
Performance Criteria: Specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. A Performance Criterion will mean an objectively determinable measure of performance relating to any or any combination of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof): sales; revenue; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. A Performance Criterion and any targets with respect thereto determined by the Administrator need not be based upon an increase, a positive or improved result or avoidance of loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), the Administrator may provide in the case of any Award intended to qualify for such exception that one or more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to
reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable Performance Criterion or Criteria.
Performance Period: The period over which the performance relating to an Award is measured. Except as otherwise specified by the Administrator in connection with the grant of an Award, the Performance Period applicable to Awards under the Plan shall be the fiscal year of the Company.
Plan: The Senior Executive Officer Short Term Incentive Plan as set forth herein, as the same may from time to time be amended and in effect.
Section 409A: Section 409A of the Code, including the Treasury Regulations thereunder and other applicable Internal Revenue Service guidance.
Section 162(m): Section 162(m) of the Code, including the Treasury Regulations thereunder and other applicable Internal Revenue Service guidance.
Stock: The Common Stock of the Company, par value $0.10 per share.
Treasury Regulations: The Department of the Treasury regulations at 26 CFR (pertaining to the Code).