Supercuts 2005 Annual Report Download - page 115

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appropriate by the Committee. Accordingly, the Participation Factors will vary among the Chief Executive Officer, the Executive Vice
Presidents, the Senior Vice Presidents, the Vice Presidents and other Participants. The Committee may establish curves, matrices or other
measurements for prorating the amount of pay-outs for achievement of Performance Goals at less than the Target Pay-out.
(b) Maximum Pay-out . The Committee may also establish a maximum potential pay-out amount (the “ Maximum
Pay-out ”) with respect to an Award of [up to 100%] of the Target Pay-out in the event that Performance Goal targets are exceeded by an
amount established by the Committee at the time Performance Goals are established. The Committee may establish curves, matrices or other
measurements for prorating the amount of pay-outs for achievement of Performance Goals at greater than the Target Pay-out but less than the
Maximum Pay-out.
(c) Threshold Pay-out . The Committee may also establish a minimum potential pay-out amount (the “ Threshold Pay-
out ”) with respect to an Award of a fraction of the Target Pay-out in the event that at least a minimum percentage (established by the
Committee at the time Performance Goals are established) of the Performance Goal targets are achieved. The Committee may establish curves,
matrices or other measurements for prorating the amount of pay-outs for achievement of Performance Goals at greater than the Threshold Pay-
out but less than the Target Pay-out.
(d) Code Section 162(m) Maximum . With respect to any Participant who is or may become a Covered Employee, the
maximum dollar amount that may be paid under an Award shall be set at the time the Committee grants the Award and establishes Performance
Goals for the Award. The Committee shall have the discretion to decrease an Award payment, but may not under any circumstances increase
such amount. Notwithstanding any other provision of this Plan, the maximum dollar amount a Plan Participant may be paid under an Award,
with respect to any fiscal year is $2,000,000. The Committee may, in its discretion, decrease this maximum, but may not, under any
circumstances, increase this maximum. Additional restrictions designed to satisfy Code Section 162(m) appear in Section 12.3 below.
5.3 Performance Goals .
(a) Establishment
. Payment under an Award shall be made to a Participant only if the Company achieves Performance
Goals established by the Committee. The Performance Goals must be set forth in writing not later than ninety (90) days after the
commencement of the fiscal year to which the Performance Goals relate, provided that the outcome is substantially uncertain at the time the
Committee establishes the Performance Goals; and provided further that in no event will a Performance Goal be considered to be pre-
established if it is established after 25% of the period of service (as scheduled in good faith at the time the Performance Goal is established) has
elapsed.
(b) Criteria for Performance Goals
. Performance Goals may based on any of the following performance criteria, either
alone or in any combination, as the Committee may determine: earnings per share (“EPS”); sales; cash flow; cash flow from operations;
operating
6