Eligible Employees. The Committee, in its sole discretion, may grant a Bonus Award relating to a given Performance Period to one or more individuals meeting the requirements set forth in this section, as the Committee selects (“Eligible Employees”). All full-time and part-time employees of the Company and employees of the Company’s subsidiaries other than commissioned sales employees and employees participating in Management by Objectives Plans are eligible to be selected to receive a grant of a Bonus Award under the 2019 AIP. Employees who are new hires are eligible to be selected to participate in the 2019 AIP as of their hire date, except that an employee with a start date on or after October 1st (or such other date established by the Committee at the commencement of the Performance Period) following the commencement of the Performance Period will not be eligible to participate in the 2019 AIP with respect to the ongoing Performance Period. If Participant begins employment with the Company following the commencement of the Performance Period, the amount of a Bonus Award Payment, if any, that becomes payable will be pro-rated by multiplying the Bonus Award Payment by the Participation Period Factor.
Bonus Award Payment Eligibility Requirements. To be eligible to receive the payment of a Bonus Award, a Participant must be employed by the Company or a participating subsidiary on the date when the Bonus Award is paid pursuant to the section below with the heading “Payment of Awards,” (subject only to the subsection below with the heading “Employment Terminations”) and for avoidance of doubt, a Participant shall not eligible to receive the payment of a Bonus Award under the 2019 AIP if any of the following circumstances applies on the date a Bonus Award is scheduled to be paid:
he/she is on a Performance Improvement Plan;
he/she is on notice (whether given or received) of termination of employment;
he/she is on garden or similar non-paid leave; and/or
he/she is suspended from his/her duties for any reason and/or is subject to ongoing disciplinary proceedings.
Award Terms. At the time a Bonus Award is granted pursuant to this section, the Committee shall specify (a) the Participant’s Bonus Target, (b) the Maximum Goal Factor that may be attained upon the achievement of the Performance Goals established hereunder, (c) the Performance Goal and any applicable adjustments and (d) a performance incentive pool amount, if any. A Participant’s Bonus Target may be modified from time to time, for example, due to changes in the Company’s financials or salary changes, until the end of the Performance Period.
Performance Goals. For the 2019 AIP, the Performance Goals, which will be based on the following two criteria, will be established prior to the end of the first quarter of the Performance Period by the Compensation Committee based on the operating plan approved by the Board for the Performance Period (the “Operating Plan”):
Each Performance Goal will be weighted equally for purposes of determining the amount payable under the Bonus Award.
The AIP links directly to the GPS Performance system. Bonus Awards are linked to a Participant’s impact and value, and are intended to reward achievement of key results at both the Company and individual level. A Participant’s performance will also be measured by a talent assessment and calibration process. Executive Staff are capped at 100% of their Bonus Target. All other Participants may receive between 0% and 150% of their Bonus Target based upon the attainment of the Performance Goals. The degree to which a Participant achieves his/her Bonus Target amount (e.g., less than, equal to, or greater than the Bonus Target amount) represents the degree to which both the Participant and the Company achieve the Performance Goals.
Adjustments to Performance Goal Attainment. The Committee, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to the determination of the attainment of one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions or joint ventures; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges;