EX-10.107 5 ex10107armkxformofschedule.htm EX-10.107
Exhibit 10.107
Schedule I
Performance Condition
Performance Period: Fiscal Years [ ] ([ ] through [ ])
A number of PSUs equal to a percentage of the Target Number of PSUs set forth on the Certificate of Grant will become Earned PSUs on the Determination Date (and will become deliverable to you upon the Vesting Date or such other date as set forth in the Award) based on the level of achievement of actual Cumulative Adjusted EPS, actual [ ] ROIC and actual Relative TSR Percentile during the Performance Period as set forth in the tables below with [ ]% of the Target Number of PSUs to be determined by Cumulative Adjusted EPS, [ ]% to be determined by achievement of actual [ ] ROIC subject, in each case, to the TSR Multiplier as described below. Achievement of actual Cumulative Adjusted EPS, and actual [ ] ROIC and/or actual Relative TSR Percentile in between the performance levels set forth in the tables below will be pro-rated based on linear interpolation. The total number of Earned PSUs hereunder, if any, will be the product of (x) the TSR Multiplier and (y) [ ]% of the sum of (i) the applicable percentage of the Target Number of PSUs earned based on actual Cumulative Adjusted Earnings Per Share and (ii) the applicable percentage of the Target Number of PSUs earned based on actual [ ] Return on Invested Capital, in each case, as set forth on the tables below:
Cumulative Target - Adjusted Earnings Per Share: [ ]%

Actual Adjusted Earnings per Share Performance Level | Percentage of Target Number of PSUs Earned (Adjusted Earnings per Share Component), Subject to TSR Multiplier
less than [ ] | 0%
[ ] | 50%
[ ] | 100%
[ ] or greater | 200%

[ ] Target – Return on Invested Capital: [ ]%

Actual ROIC During Last Fiscal Year of the Performance Period | Percentage of Target Number of PSUs Earned (ROIC Component), Subject to TSR Multiplier
less than [ ]% | 0%
[ ]% | 50%

[ ]% | 100%
[ ]% or greater | 200%

TSR Multiplier:

Relative TSR Percentile | TSR Multiplier
[ ]th Percentile or Above | 125%
[ ]th – [ ]th Percentile | 100%
[ ]th Percentile or below | 75%

.
“Adjusted Earnings per Share” means the quotient of (x) the cumulative Adjusted Net Income during the Performance Period divided by (y) Diluted Shares Outstanding.
“Average Invested Capital” means the simple average of: (a) the total outstanding debt; plus (b) stockholders equity; minus (c) net intangibles and goodwill resulting from the application of purchase accounting to the 2007 going-private transaction, as reported for the second and third fiscal year-ends of the Performance Period.
“Diluted Shares Outstanding” means [ ] shares
“Adjusted Net Income” means net income excluding: (a) cumulative effect of a change in accounting principle, income or loss from disposed or discontinued operations and any gains or losses on disposed or discontinued operations, all as determined in accordance with United States GAAP; (b) any incremental amortization or depreciation resulting from the application of purchase accounting to the 2007 going-private transaction; (c) any significant severance or other costs related to the Company’s major restructuring efforts; (d) any significant gains, losses or settlements that impact comparability between years; (e) any gain or loss from the early extinguishment of indebtedness including any hedging obligations or other derivative instrument and any changes in the fair value of gas and diesel fuel derivatives;; (f) the effects of changes in foreign currency translation rates from such rates used in the calculation of the initial adjusted net income target; (g) the impact of material acquisitions and divestitures that impact the comparability with the target; and (h) the tax impact of the above adjustments to adjusted net income which represents the tax provision or benefit associated with the adjusted income or expenses using the appropriate tax rate.
“ROIC” means: (x) operating income for the fiscal year ending [ ] excluding (a) the cumulative effect of a change in accounting principle, income or loss from disposed or discontinued operations and any gains or losses on disposed or discontinued operations, all as determined in accordance with United States GAAP; (b) any incremental amortization or depreciation resulting from the application of purchase accounting to the 2007 going-private transaction; (c) any severance or other costs related to the Company’s major restructuring efforts;

(d) any significant gains, losses or settlements that impact comparability between years; (e) any changes in the fair value of gas and diesel fuel derivatives; (f) the effects of changes in foreign currency translation rates from such rates used in the calculation of the ROIC target; and (g) the impact of material acquisitions and divestitures that impact the comparability with the target; divided by (y) Average Invested Capital.
Relative TSR Percentile
TSR Measurement Period: The period commencing on [ ] and ending on the earlier of (i) [ ] and (ii) the date upon which a Change of Control occurs.
TSR Multiplier: The applicable multiplier percentage for purposes of determining the number of Earned PSUs based on the Company’s actual Relative TSR Percentile, as set forth on the table set forth above.
“Total Shareholder Return” means, with respect to any company, an amount (expressed as a percentage return) equal to:
(i) the sum of (x) the Ending Stock Price minus the Beginning Stock Price, plus (y) the amount of any dividends and distributions paid on a per share basis (calculated as if such dividends had been reinvested in the applicable company’s common stock on the applicable dividend date) cumulatively over the performance period, divided by (ii) the Beginning Stock Price.
“Beginning Stock Price” means, with respect to any company, the average closing price per share of common stock for the twenty (20) trading days immediately prior to the first trading day of the TSR Measurement Period.
“Ending Stock Price” means, with respect to any company, the average closing price per share of common stock for the twenty (20) trading days immediately prior to the last day of the TSR Measurement Period.
“Peer Group” means the following companies:
[ ]
Any company in the Peer Group that ceases to be publicly held during the TSR Measurement Period (i) due to bankruptcy, liquidation or reorganization, shall remain in the Peer Group for purposes of calculation of the Relative TSR Percentile (with such company deemed to have a Total Shareholder Return of -100% and ranked at the bottom of the Peer Group) or (ii) due to a merger, sale, acquisition, business combination or other similar event, shall be excluded from the Peer Group for purposes of calculation of the Relative TSR Percentile.