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ELIZABETH ARDEN, INC.
2005 Performance Bonus Plan
1. Purpose.
The Elizabeth Arden, Inc. 2005 Performance Bonus Plan (the "Plan")
is intended to provide cash incentives which will attract, retain
and motivate highly competent persons as executive officers of
Elizabeth Arden, Inc. (the "Company") and its subsidiaries and
affiliates, on the basis of performance goals established for them
under the Plan and to ensure that cash bonus payments ("Bonus") are
in accordance with the arrangements established by the Committee
(as defined in Section 4).
2. Authority
to Establish Performance Goals and Bonuses
(a) The
Committee will have the authority to establish for a Participant, a
performance goal, and the formula for calculating a Participant's
Bonus on the basis of performance goals or criteria established
under or pursuant to the Plan (each a "Bonus Formula"), for any
fiscal year of the Company, or for a period which is shorter or
longer than a single fiscal year (the "Fiscal Period"). The
performance goals may be based on achievement of various key
performance indicators or business criteria or completion of
certain projects that benefit the Company and apply to the
individual Participant or the Participant's business unit (the
"Individual Criteria") and may be a single goal or a range with a
minimum goal up to a maximum goal, with corresponding increases in
the Bonus up to the maximum award set by the Committee and as may
be limited by this Plan. The Committee may disregard, at its
discretion, the effect of one-time charges and extraordinary events
such as asset write-downs, litigation judgments or settlements,
changes in tax laws, accounting principles or other laws or
provisions affecting reported results, accruals for reorganization
or restructuring, and any other extraordinary non-recurring items,
acquisitions or divestitures. Notwithstanding the attainment of
Individual Criteria, the Committee reserves the right to nullify a
Bonus under this Plan if the Company fails to achieve certain
performance goals of the Company as set forth pursuant to the
Company's 2005 Management Bonus Plan.
(b) The
Individual Criteria and the Bonus Formula for a Participant shall
be established by the Committee or one or more designated officers
(the "Designated Officers") no later than 120 days after the
beginning of the Fiscal Period to which the Bonus Formula
relates.
(c) Each
Participant will be assigned Individual Criteria. The Committee, in
its sole discretion, may elect to award a Bonus if any or all of
the Individual Criteria were not achieved due to certain
extenuating circumstances. Each Participant's maximum Bonus will be
200% of his or her base salary. Under no circumstances will any
Participant be paid a Bonus exceeding U.S. $3 million for any
fiscal year of the Company.
(d) When
the Committee establishes a performance goal and Bonus Formula for
a Participant, the Committee may provide (i) that the Bonus
will be paid in a single lump sum or that the Bonus will be paid
over a period of years, with or without interest on deferred
payments, and (ii) if a Bonus is to be paid over a period
of years, whether the right to the unpaid portion of the Bonus
will be forfeited if the Participant ceases to be employed by the
Company before the Bonus is paid in full.
3. Review
of Payment of Bonuses. Promptly after the end of the applicable
Fiscal Period, the management of the Company will present to the
Committee a list showing with regard to each Participant who has
become eligible for consideration of a Bonus with regard to that
Fiscal Period (i) the Participant's performance goal or Bonus
Formula with regard to that Fiscal Period, (ii) the extent to
which the performance goal was achieved or exceeded, or other
applicable information relating to the performance goal or
otherwise applicable to the Participant's Bonus Formula, and
(iii) the Bonus, if any, to which the Participant is entitled
with regard to the Fiscal Period. No Bonus may be paid to a
Participant with regard to a Fiscal Period until the Committee
certifies that the Bonus with regard to that Participant shown on
the list (or on an amended list) is correct based upon the
performance goal and the Bonus Formula established for the
Participant with regard to the Fiscal Period or other determining
factor the Committee considers.
4. Administration
(a) The
Plan will be administered by the committee (the "Committee")
appointed by the Board of Directors of the Company (the "Board")
from among its members (which may be the Compensation Committee of
the Board) and shall be comprised, unless otherwise determined by
the Board, solely of not less than two members who shall be (i)
"Non-Employee Directors" within the meaning of Rule 16b-3(b)(3) (or
any successor rule) promulgated
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