Supercuts 2004 Annual Report Download - page 135

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consolidated or business unit level, as the Committee may determine: sales; cash flow; cash flow from operations; operating profit or
income; net income; operating margin; net income margin; return on net assets; economic value added; return on total assets; return on
common equity; return on total capital; total shareholder return; revenue; revenue growth; earnings before interest, taxes, depreciation and
amortization (“EBITDA”); EBITDA growth; funds from operations per share and per share growth; cash available for distribution; cash
available for distribution per share and per share growth; share price performance on an absolute basis and relative to an index of earnings
per share or improvements in the Company’s attainment of expense levels; and implementing or completion of critical projects. The
foregoing criteria shall have any reasonable definitions that the Committee may specify, which may include or exclude any or all of the
following items as the Committee may specify: extraordinary, unusual or non-recurring items; effects of accounting changes; effects of
financing activities (e.g., effect on earnings per share of issuance of convertible debt securities); expenses for restructuring or productivity
initiatives; other non-operating items; spending for acquisitions; effects of divestitures; and effects of litigation activities and settlements.
Any such performance criterion or combination of such criteria may apply to the Participant’s Award opportunity in its entirety or to any
designated portion or portions of the Award opportunity, as the Committee may specify. Unless the Committee determines otherwise for any
Performance Period, extraordinary items, such as capital gains and losses, which affect any performance criterion applicable to the Award
(including but not limited to the criterion of net income) shall be excluded or included in determining on the extent to which the
corresponding performance goal has been achieved, whichever will produce the higher Award. In the event applicable tax or other laws
change to permit the Committee discretion to alter the governing performance measures without obtaining shareholder approval of such
changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval.
(4) Earning Performance Awards. After the applicable Performance Period shall have ended, the Committee shall certify the extent to
which the established Performance Goals have been achieved. Payment with respect to Performance Units for Covered Employees shall be a
direct function of the extent to which the Company’s Performance Goals have been achieved. A Performance Unit Award to a Participant
who is a Covered Employee shall (unless the Committee determines otherwise) provide that in the event of the Participant’s Termination of
Employment prior to the end of the Performance Period for any reason, such Award will be payable only (a) if the applicable Performance
Goals are achieved and (b) to the extent, if any, as the Committee shall determine.
(5) Other Section 162(m) Provisions. In the manner required by Section 162(m) of the Code, the Committee shall, promptly after the date
on which the necessary financial and other information for a particular Performance Period becomes available, certify the extent to which
Performance Goals have been achieved with respect to any Performance Unit Award intended to qualify as “performance-based
compensation” under Section 162(m) of the Code. The Committee may not increase the amount of any Performance Unit Award payable to
any Participant above the amount established in
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