Negative Discretion of the Committee. Anything contained in this Agreement to the contrary notwithstanding, but subject to the last sentence of this Section 2(c), in determining the Operating Income for any Performance Period, the Committee may, in its reasonable discretion, reduce such Operating Income by an amount up to or equal to fifteen percent (15%) of the original amount of such Operating Income computed pursuant to the definition of such term contained in this Vesting Schedule prior to giving effect to such reduction. The Operating Income as so reduced shall be used for purposes of determining the achievement of the Performance Targets. Within 90 days following the completion of each Performance Period, the Committee shall certify in writing the Company’s Operating Income and Operating Margin for such Performance Period. Notwithstanding the foregoing provisions of this Section 2(c), in the event that the inclusion of this Section 2(c) of the Vesting Schedule should result, under applicable FASB Accounting Standards (including without limitation FASB Accounting Standards Codification Topic 718 Compensation – Stock Compensation (or any successor accounting standard)), in (i) the classification of the Performance Stock Units other than as permanent equity or (ii) any deferral of the grant date after the Date of Grant specified above for the Performance Stock Units, then this Section 2(c) of the Vesting Schedule shall be deemed, ab initio, to be null and void and of no force or effect whatsoever and to be deleted from this Agreement in its entirety with the effect, among other things, to avoid, ab initio, any such classification and/or deferral referred to in the foregoing clauses (i) and (ii).
Negative Discretion of the Committee. Anything contained in this Agreement to the contrary notwithstanding, but subject to the last sentence of this Section 2(c), in determining the Operating Income or Operating Margin for any Performance Period, the Committee may, in its reasonable discretion, reduce such Operating Income by an amount up to or equal to fifteen percent (15%) of the original amount of such Operating Income or Operating Margin computed pursuant to the definition of such term contained in this Vesting Schedule prior to giving effect to such reduction. The Operating Income or Operating Margin as so reduced shall be used for purposes of determining the achievement of the Performance Targets. Within 90 days following the completion of each Performance Period, the Committee shall certify in writing the Company’s Operating Income and Operating Margin for such Performance Period. Notwithstanding the foregoing provisions of this Section 2(c), in the event that the inclusion of this Section 2(c) of the Vesting Schedule should result, under applicable FASB Accounting Standards (including without limitation FASB Accounting Standards Codification Topic 718 Compensation – Stock Compensation (or any successor accounting standard)), in (i) the classification of the Performance Stock Units other than as permanent equity or (ii) any deferral of the grant date after the Date of Grant specified above for the Performance Stock Units, then this Section 2(c) of the Vesting Schedule shall be deemed, ab initio, to be null and void and of no force or effect whatsoever and to be deleted from this Agreement in its entirety with the effect, among other things, to avoid, ab initio, any such classification and/or deferral referred to in the foregoing clauses (i) and (ii).
