considering the Participant’s performance relative to their Individual Goals, as well as other factors related to the Company’s core values and policies and the expected competencies and skills for the Participant’s job. Partial or excess achievement may be determined for each goal, at the discretion of the Company, the Board of Directors of the Company (“the Board”), or the Compensation and Talent Development Committee of the Board (the “Committee”), as applicable.
The Company may introduce tools to guide the decision-making regarding Individual Achievement including, but not limited to, using a rating system such as a 9-box grid, rating distribution guidelines, and Individual Achievement guideline ranges for each type of rating.
If a Participant is not deemed to have reached minimum performance standard set by the Company at the beginning of the Plan years, their Individual Achievement maybe set to 0% for purposes of calculating their Actual Bonus Award.
For purposes of this Plan, “Corporate Achievement” for each Plan Year shall be determined by the Committee in its sole discretion. In determining the Corporate Achievement, the Committee may consider any relevant factors it deems appropriate, including, but not limited to, the Company’s overall actual performance for the Plan Year and any corporate goals set and approved by the Board for such Plan Year.
c.Non-Executive Bonus Pool and Committee Discretion
The Committee shall determine the amount of the Non-Executive Bonus Pool for each Plan Year. The “Non-Executive Bonus Pool” will be calculated as the sum of all Target Bonus Awards of Participants (excluding the Chief Executive Office (“CEO”), executive officers, and Senior Management (as the term is defined by the Committee’s Charter) of the Company) that the Company expects to be eligible to receive an Actual Bonus Award in the Plan Year. The Committee may, in its sole discretion, increase or decrease the amount of the Non-Executive Bonus Pool.
d.Determination of Actual Bonus Awards and Company Discretion
Except as set forth in Section V, the Company may determine, on an individual basis for each Participant and in the Company’s sole discretion, the amount of the Actual Bonus Award to be paid to each Participant (excluding the CEO, executive officers, and Senior Management of the Company) for each Plan Year.
V.Executive Bonus Awards and Committee Discretion
As provided by the Company’s by-laws, the Committee’s Charter or any other policies or resolutions adopted by the Company:
a.For each Plan Year, the Board or the Committee shall determine, in its sole discretion: (i) the Individual Goals of the CEO, executive officers, and Senior Management, as applicable and as provided by the Company’s by-laws and/or the Committee’s Charter; and (ii) the level of achievement of the Individual Goals (“Individual Achievement”) of the CEO, executive officers, and Senior Management by considering performance relative to their Individual Goals, as well as other factors as determined by the Board or