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This excerpt taken from the HPQ DEF 14A filed Jan 27, 2010. Qualifying Performance Criteria.
For purposes of this Plan, the term “Qualifying Performance Criteria”
shall mean any one or more of the following performance criteria, either
individually, alternatively or in any combination, applied to either the
Company as a whole or to a business unit, Affiliate or business segment, either
individually, alternatively or in any combination, and measured either annually
or cumulatively over a period of years, on an absolute basis or relative to a pre-established
target, to previous years’ results or to a designated comparison group, in each
case as specified by the Committee in the Award: (i) cash flow or cash
conversion cycle; (ii) earnings (including gross margin, earnings before
interest and taxes, earnings before taxes, and net earnings); (iii) earnings
per share; (iv) growth in earnings or earnings per share, cash flow, revenue,
gross margin, operating expense or operating expense as a percentage of
revenue; (v) stock price; (vi) return on equity or average shareholder equity; (vii)
total shareholder return; (viii) return on capital; (ix) return on assets or
net assets; (x) return on investment; (xi) revenue; (xii) income or net income;
(xiii) operating income or net operating income; (xiv) operating profit, net
operating profit or controllable operating profit; (xv) operating margin or
operating expense or operating expense as a percentage of revenue; (xvi) return
on operating revenue; (xvii) market share or customer indicators; (xviii) contract
awards or backlog; (xix) overhead or other expense reduction; (xx) growth in
shareholder value relative to the moving average of the S&P 500 Index or a
peer group index; (xxi) credit rating; (xxii) strategic plan development and
implementation, attainment of research and development milestones or new
product invention or innovation; (xxiii) succession plan development and
implementation; (xxiv) improvement in productivity or workforce diversity;
(xxv) attainment of objective operating goals and employee metrics; (xxvi)
economic value added; and (xxvii) any other similar criteria. To the extent
consistent with Section 162(m) of the Code, the Committee may appropriately
adjust any evaluation of performance under a Qualifying Performance Criteria to
exclude any of the following events that occurs during a performance period: (A)
asset write-downs; (B) litigation or claim judgments or settlements; (C) the
effect of changes in tax law, accounting principles or other such laws or
provisions affecting reported results; (D) accruals for reorganization and
restructuring programs; and (E) any extraordinary non-recurring items as
described in Accounting Principles Board Opinion No. 30 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.
(c) |
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