ZBRA » Topics » Revised Annual Financial Goal based on Company Income from Operations

This excerpt taken from the ZBRA 8-K filed Aug 17, 2009.

Revised Annual Financial Goal based on Company Income from Operations

Notwithstanding anything to the contrary in Section 2.1(a), the Annual Financial Performance Goal for each participant whose Semi-Annual Financial Performance Goal for the first Semi-Annual Financial Performance Period was Company Income from Operations shall equal the sum of (i) the amount of Company Income from Operations for the first Semi-Annual Financial Performance Period at which the Performance Payout Percentage is one hundred percent (100%) for the first Semi-Annual Financial Performance Period, plus (ii) the amount of Corporate Expense for the second Semi-Annual Financial Performance Period at which the Performance Payout Percentage is thirty-three percent (33%) for the second Semi-Annual Financial Performance Period, plus (iii) the amount of Unit Income from Operations for the second Semi-Annual Financial Performance Period at which the Performance Payout Percentage is thirty-three percent (33%) for the second Semi-Annual Financial Performance Period. For purposes of measuring the achievement of such Annual Financial Performance Goal, the actual Company Income from Operations (i.e., income from operations, of the Company, on a consolidated basis) for the Annual Performance Period shall be compared against such Annual Financial Performance Goal.

 

III. Definitions

 

Performance Measure

  

Definition

Company Income from Operations

   Income from operations of the Company (on a consolidated basis) for the applicable period, adjusted to remove non-recurring charges and for acquisitions, as applicable.1

Corporate Expense

   Company Income from Operations for the applicable period, excluding Unit Income from Operations for the applicable period.

SPG Income from Operations

   Income from operations of SPG for the applicable period, adjusted to remove non-recurring charges and for acquisitions, as applicable.1

Unit Income from Operations

   The sum of SPG Income from Operations for the applicable period plus ESG Income from Operations for the applicable period. 1

Revenue

   ESG revenue for the applicable period as defined by Generally Accepted Accounting Principles (GAAP).

Adjusted EBITDA

   Adjusted EBITDA = ESG Income from Operations + ESG Amortization + ESG Depreciation + ESG Equity Awards Expense (each for the applicable period)

Total Bookings

   Total ESG bookings during the applicable period after any allocations for GAAP Vendor Specific Objective Evidence calculations.

 

1

ESG Income from Operations means income from operations of ESG for the applicable period, adjusted to remove non-recurring charges and for acquisitions, as applicable.

Non-recurring charges specifically include such expense items as (i) One-time charges, non-operating charges or expenses incurred that are not under the control of operations management, as ratified by the Compensation Committee; (ii) restructuring expenses; (iii) exit expenses; (iv) integration expenses; (v) Board of Directors Project Activities (e.g.: CEO search, director searches); or (vi) gains or losses on the sale of assets; (vii) acquired in-process technology or; (viii) impairment charges. The above list is NOT exhaustive and is meant to represent EXAMPLES of the kind of expenses typically EXCLUDED from the calculations of Income from Operations. The Committee shall make all determinations regarding the exclusion of specific items from the performance measure for a Semi-Annual Financial Performance Period.

Acquisitions: generally, for the first quarter beginning at least six months after an acquisition closes, the financial targets will be adjusted to incorporate the acquired company’s budget or financial plan. The reported financial performance will also be adjusted to include the acquired company’s actual performance the first quarter beginning at least six months after an acquisition closes.

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