This excerpt taken from the MLP DEF 14A filed Mar 27, 2006.
Section 162(m) Performance-Based Awards. The administrator may designate employees as participants whose compensation for a given fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code. The administrator may grant to such persons stock options, SARs, restricted stock, restricted stock units, deferred stock, dividend equivalents, performance awards, cash bonuses and stock payments that are paid, vest or become exercisable upon the achievement of specified performance goals which are related to one or more of the following performance criteria, as applicable to the Company or any subsidiary, division, operating unit or individual:
· net earnings (either before or after interest, taxes, depreciation and/or amortization);
· sales or revenue;
· net income (either before or after taxes);
· operating earnings;
· cash flow (including, but not limited to, operating cash flow and free cash flow);
· return on assets;
· return on shareholders equity;
· return on sales;
· gross or net profit margin;
· working capital;
· earnings per share;
· price per share of stock; and
· market share.
Performance goals established based on the performance criteria may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to the results of a peer group. Achievement of each performance goal will be determined in accordance with generally accepted accounting principles to the extent applicable.
The maximum number of shares which may be subject to awards granted under the 2006 Plan to any individual during any fiscal year may not exceed 100,000 shares of Common Stock, subject to adjustment in the event of any recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin off or other transaction that affects the Common Stock in a manner that would require adjustment to such limit in order to prevent the dilution or enlargement of the potential benefits intended to be made available under the 2006 Plan. In addition, certain employeesthose whose compensation in the year of grant is, or in a future fiscal year may be, subject to the limitation on deductibility under Section 162(m) of the Codemay not receive cash-settled performance awards in any fiscal year having an aggregate maximum amount payable in excess of $250,000.