Common use of Acknowledgement & Acceptance within 120 Days Clause in Contracts

Acknowledgement & Acceptance within 120 Days. This grant is subject to acceptance, within 120 days of the Grant Date, by electronic acceptance through the website of UBS, the Company’s stock plan administrator. Failure to accept the PSUs within 120 days of the Grant Date may result in cancellation of the PSUs. __________________________________ Xxxxx X. Xxxxxxxx Chairman and Chief Executive Officer Allegion plc The number of Shares subject to the PSUs that are eligible to vest based upon the attainment level of the EPS performance goal during the Performance Period shall be equal to the product of (a) 50%, multiplied by (b) the number of Shares subject to the PSUs at the target performance level set forth in Section 1 of the Agreement, multiplied by (c) the applicable Payout Level set forth below. ▪ Performance attainment at levels among the Threshold, Target and Maximum goals will be subject to interpolation. ▪ EPS is calculated based on the Company’s diluted earnings per share from continuing operations as determined in accordance with U.S. generally accepted accounting principles (“GAAP”), adjusted to remove the effect of (i) charges for unusual or infrequently occurring items as determined under GAAP, and (ii) the following items: • Costs associated with acquisitions or divestitures of a business or assets, without regard to whether the transaction is consummated, including: (a) any gains or losses from the transaction, including any liability or assets associated with the acquisition or divestiture, (b) professional fees, taxes and expenses related to the transaction and the integration of such transaction, and (c) any one-time costs related to purchase accounting recorded only within the first year. • Committee may exclude the financial performance of an acquired business, if material, at the time of transaction • Costs arising from business restructurings or interruption, including facility closures, severance, professional fees or work stoppage. • The impact of any natural disaster or significant business interruption affecting reported results. • Gains or losses resulting from the Company's refinancing of its debt obligations including professional fees associated with the issuance of indebtedness or the amendment, waiver or restructuring of the principal and terms of existing indebtedness. • Gains or losses resulting from legal and tax matters such as litigation, audits, similar tax inquiries or voluntary disclosure projects that were initiated prior to the Company's spin-off from Xxxxxxxxx Xxxx, including costs arising from the settlement of litigation or tax claims. • Significant gains or losses on the sale of assets • The Company's recognition of impairment charges in accordance with GAAP for its goodwill, indefinite-lived intangible assets and investments. • The impact of any change in applicable accounting principles, tax laws or other laws or provisions affecting reported results • Foreign currency loss associated with a devaluation. • Separation related costs resulting from the Company's spin-off from Xxxxxxxxx Xxxx. • The Company's recognition of asset impairment charges in accordance with GAAP triggered by the Company's spin-off from Xxxxxxxxx Xxxx. • Significant costs to remediate environmental issues that arose prior to the spin, and/or required as a result of new government regulations. • The Committee retains the right to exercise its negative discretion to reduce the value of any award earned. The number of Shares subject to the PSUs that are eligible to vest based upon the attainment level of the TSR performance goal during the Performance Period shall be equal to the product of (a) 50%, multiplied by (b) the number of Shares subject to the PSUs at the target performance level set forth in Section 1 of the Agreement, multiplied by (c) the applicable Payout Level set forth below. ▪ For purposes of measuring TSR over the Performance Period, a point-to-point measurement is used. TSR is defined as the total return dollars (stock price appreciation plus dividends) at the end of the Performance Period compared to the stock price at the beginning of the Performance Period. ▪ To account for stock price volatility, the average of the closing price over the 30 trading days ending on the first day of the Performance Period and the 30 trading days ending on the last day of the Performance Period will be used as the applicable stock price for purposes of the calculation of TSR. ▪ TSR will be compared against TSR of the companies in the S&P 400 Capital Goods Index to determine relative performance during the Performance Period. ▪ If TSR is not positive (i.e., greater than 0%), payout cannot exceed the Payout Level for Target for the TSR portion of the award. ▪ Performance attainment at levels among the Threshold, Target and Maximum goals will be subject to interpolation. This Appendix B includes special terms and conditions applicable to Participant if Participant is in one of the countries listed below. These terms and conditions supplement or replace (as indicated) the terms and conditions set forth in the Award Agreement. If Participant is a citizen or resident of a country other than the one in which he or she is currently working, or if Participant transfers employment or residency to another country after the PSUs are granted, the Company, in its discretion, will determine the extent to which the terms and conditions set forth in this Appendix B will apply to Participant. This Appendix B also includes information relating to exchange control, foreign asset / account reporting requirements and other issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of January 2021. Such laws are often complex and change frequently. As a result, Participant should not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the PSUs vest or the Shares acquired under the Plan are sold. In addition, the information is general in nature and may not apply to Participant’s particular situation. The Company is not in a position to assure Participant of any particular result. Accordingly, Participant should seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, if Participant is a citizen or resident of a country other than the one in which he or she is currently working, or if Participant transfers employment or residency to another country after the PSUs are granted, the information contained herein may not be applicable to Participant.

Appears in 1 contract

Samples: Performance Stock Unit Award Agreement (Allegion PLC)

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Acknowledgement & Acceptance within 120 Days. This grant is subject to acceptance, within 120 days of the Grant Date, by electronic acceptance through the website of UBS, the Company’s stock plan administrator. Failure to accept the PSUs within 120 days of the Grant Date may result in cancellation of the PSUs. __________________________________ Xxxxx X. Xxxxxxxx Chairman and Chief Executive Officer Allegion plc The number of Shares subject to the PSUs that are eligible to vest based upon the attainment level of the EPS performance goal during the Performance Period shall be equal to the product of (a) 50%XX%, multiplied by (b) the number of Shares subject to the PSUs at the target performance level set forth in Section 1 of the Agreement, multiplied by (c) the applicable Payout Level set forth below. ▪ Performance attainment at levels among the Threshold, Target and Maximum goals will be subject to interpolation. ▪ EPS is calculated based on the Company’s diluted earnings per share from continuing operations as determined in accordance with U.S. generally accepted accounting principles (“GAAP”), adjusted to remove the effect of (i) charges for unusual or infrequently occurring items as determined under GAAP, and (ii) the following items: Costs associated with acquisitions or divestitures of a business or assets, without regard to whether the transaction is consummated, including: (a) any gains or losses from the transaction, including any liability or assets associated with the acquisition or divestiture, (b) professional fees, taxes and expenses related to the transaction and the integration of such transaction, and (c) any one-time costs related to purchase accounting recorded only within the first year. Committee may exclude the financial performance of an acquired business, if material, at the time of transaction Costs arising from business restructurings or interruption, including facility closures, severance, professional fees or work stoppage. The impact of any natural disaster or significant business interruption affecting reported results. Gains or losses resulting from the Company's refinancing of its debt obligations including professional fees associated with the issuance of indebtedness or the amendment, waiver or restructuring of the principal and terms of existing indebtedness. Gains or losses resulting from legal and tax matters such as litigation, audits, similar tax inquiries or voluntary disclosure projects that were initiated prior to the Company's spin-off from Xxxxxxxxx Xxxx, including costs arising from the settlement of litigation or tax claims. Significant gains or losses on the sale of assets • assets. ▪ The Company's recognition of impairment charges in accordance with GAAP for its goodwill, indefinite-lived intangible assets and investments. The impact of any change in applicable accounting principles, tax laws or other laws or provisions affecting reported results Foreign currency loss associated with a devaluation. Separation related costs resulting from the Company's spin-off from Xxxxxxxxx Xxxx. The Company's recognition of asset impairment charges in accordance with GAAP triggered by the Company's spin-off from Xxxxxxxxx Xxxx. Significant costs to remediate environmental issues that arose prior to the spin, and/or required as a result of new government regulations. The Committee retains the right to exercise its negative discretion to reduce the value of any award earned. The number of Shares subject to the PSUs that are eligible to vest based upon the attainment level of the TSR performance goal during the Performance Period shall be equal to the product of (a) 50%XX%, multiplied by (b) the number of Shares subject to the PSUs at the target performance level set forth in Section 1 of the Agreement, multiplied by (c) the applicable Payout Level set forth below. ▪ For purposes of measuring TSR over the Performance Period, a point-to-point measurement is used. TSR is defined as the total return dollars (stock price appreciation plus dividends) at the end of the Performance Period compared to the stock price at the beginning of the Performance Period. ▪ To account for stock price volatility, the average of the closing price over the 30 trading days ending on the first day of the Performance Period and the 30 trading days ending on the last day of the Performance Period will be used as the applicable stock price for purposes of the calculation of TSR. ▪ TSR will be compared against TSR of the companies in the S&P 400 Capital Goods Index to determine relative performance during the Performance Period. ▪ If TSR is not positive (i.e., greater than 0%), payout cannot exceed the Payout Level for Target for the TSR portion of the award. ▪ Performance attainment at levels among the Threshold, Target and Maximum goals will be subject to interpolation. This Appendix B includes special terms and conditions applicable to Participant if Participant is in one of the countries listed below. These terms and conditions supplement or replace (as indicated) the terms and conditions set forth in the Global Performance Stock Unit Award Agreement. If Participant is a citizen or resident of a country other than the one in which he or she is currently working, or if Participant transfers employment or residency to another country after the PSUs are granted, the Company, in its discretion, will determine the extent to which the terms and conditions set forth in this Appendix B will apply to Participant. This Appendix B also includes information relating to exchange control, foreign asset / account reporting requirements and other issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of January 202120XX. Such laws are often complex and change frequently. As a result, Participant should not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the PSUs vest or the Shares acquired under the Plan are sold. In addition, the information is general in nature and may not apply to Participant’s particular situation. The Company is not in a position to assure Participant of any particular result. Accordingly, Participant should seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, if Participant is a citizen or resident of a country other than the one in which he or she is currently workingworking and/or residing, or if Participant transfers employment or residency to another country after the PSUs are granted, the information contained herein may not be applicable to Participant.

Appears in 1 contract

Samples: Global Performance Stock Unit Award Agreement (Allegion PLC)

Acknowledgement & Acceptance within 120 Days. This grant is subject to acceptance, within 120 days of the Grant Date, by electronic acceptance through the website of UBS, the Company’s stock plan administrator. Failure to accept the PSUs within 120 days of the Grant Date may result in cancellation of the PSUs. __________________________________ Xxxxx X. Xxxxxxxx Chairman and Chief Executive Officer Allegion plc The number of Shares subject to the PSUs that are eligible to vest based upon the attainment level of the EPS performance goal during the Performance Period shall be equal to the product of (a) 50%, multiplied by (b) the number of Shares subject to the PSUs at the target performance level set forth in Section 1 of the Agreement, multiplied by (c) the applicable Payout Level set forth below. ▪ Performance attainment at levels among the Threshold, Target and Maximum goals will be subject to interpolation. ▪ EPS is calculated based on the Company’s diluted earnings per share from continuing operations as determined in accordance with U.S. generally accepted accounting principles (“GAAP”), adjusted to remove the effect of (i) charges for unusual or infrequently occurring items as determined under GAAP, and (ii) the following items: Costs associated with acquisitions or divestitures of a business or assets, without regard to whether the transaction is consummated, including: (a) any gains or losses from the transaction, including any liability or assets associated with the acquisition or divestiture, (b) professional fees, taxes and expenses related to the transaction and the integration of such transaction, and (c) any one-time costs related to purchase accounting recorded only within the first year. • Committee may exclude the financial performance of an acquired business, if material, at the time of transaction • Costs arising from business restructurings or interruptionrestructurings, including facility closures, severance, professional fees fees, work stoppage or work stoppage. • The impact of any natural disaster or significant business interruption affecting reported resultscosts. Gains or losses resulting from the Company's refinancing of its debt obligations including professional fees associated with the issuance of indebtedness or the amendment, waiver or restructuring of the principal and terms of existing indebtedness. Gains or losses resulting from legal and tax matters such as litigation, audits, similar tax inquiries or voluntary disclosure projects that were initiated prior to the Company's spin-off from Xxxxxxxxx Xxxx, including costs arising from the settlement of litigation or tax claims. Significant gains or losses on the sale of assets The Company's recognition of impairment charges in accordance with GAAP for its goodwill, indefinite-lived intangible assets and investments. The impact of any change in applicable accounting principles, tax laws or other laws or provisions affecting reported results Foreign currency loss associated with a devaluation. Separation related costs resulting from the Company's spin-off from Xxxxxxxxx Xxxx. The Company's recognition of asset impairment charges in accordance with GAAP triggered by the Company's spin-off from Xxxxxxxxx Xxxx. • Significant costs to remediate environmental issues that arose prior to the spin, and/or required as a result of new government regulations. • The Committee retains the right to exercise its negative discretion to reduce the value of any award earned. The number of Shares subject to the PSUs that are eligible to vest based upon the attainment level of the TSR performance goal during the Performance Period shall be equal to the product of (a) 50%, multiplied by (b) the number of Shares subject to the PSUs at the target performance level set forth in Section 1 of the Agreement, multiplied by (c) the applicable Payout Level set forth below. ▪ For purposes of measuring TSR over the Performance Period, a point-to-point measurement is used. TSR is defined as the total return dollars (stock price appreciation plus dividends) at the end of the Performance Period compared to the stock price at the beginning of the Performance Period. ▪ TSR will be compared against TSR of the companies in the S&P 400 Capital Goods Index to determine relative performance during the Performance Period. ▪ To account for stock price volatility, the average of the closing price over the 30 trading days ending on the first day of the Performance Period and the 30 trading days ending on the last day of the Performance Period will be used as the applicable stock price for purposes of the calculation of TSR. ▪ If TSR will be compared against TSR in the final year of the companies in the S&P 400 Capital Goods Index to determine relative performance during the Performance Period. ▪ If TSR Period is not positive (i.e., greater than 0%), payout cannot exceed the Payout Level for Target for the TSR portion of the award. ▪ Performance attainment at levels among the Threshold, Target and Maximum goals will be subject to interpolation. This Appendix B includes special terms and conditions applicable to Participant if Participant is in one of the countries listed below. These terms and conditions supplement or replace (as indicated) the terms and conditions set forth in the Award Agreement. If Participant is a citizen or resident of a country other than the one in which he or she is currently working, or if Participant transfers employment or residency to another country after the PSUs are granted, the Company, in its discretion, will determine the extent to which the terms and conditions set forth in this Appendix B will apply to the Participant. This Appendix B also includes information relating to exchange control, foreign asset / account reporting requirements and other issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of January 20212019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant should not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the PSUs vest or the Shares acquired under the Plan are sold. In addition, the information is general in nature and may not apply to Participant’s particular situation. The Company is not in a position to assure Participant of any particular result. Accordingly, Participant should seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, if Participant is a citizen or resident of a country other than the one in which he or she is currently working, or if Participant transfers employment or residency to another country after the PSUs are granted, the information contained herein may not be applicable to Participant.

Appears in 1 contract

Samples: Performance Stock Unit Award Agreement (Allegion PLC)

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Acknowledgement & Acceptance within 120 Days. This grant is subject to acceptance, within 120 days of the Grant Date, by electronic acceptance through the website of UBS, the Company’s stock plan administrator. Failure to accept the PSUs within 120 days of the Grant Date may result in cancellation of the PSUs. __________________________________ Xxxx X. Xxxxx X. Xxxxxxxx Chairman President and Chief Executive Officer Allegion plc The number of Shares subject to the PSUs that are eligible to vest based upon the attainment level of the cumulative EPS performance goal during the Performance Period shall be equal to the product of (a) 50%, multiplied by (b) the number of Shares subject to the PSUs at the target performance level set forth in Section 1 of the Agreement, multiplied by (c) the applicable Payout Level set forth below. Below Threshold <$x.xx/ share 0% (no payout) Threshold $x.xx / share 50% Target $x.xx / share 100% Maximum $x.xx / share 200% Performance attainment at levels among the Threshold, Target and Maximum goals will be subject to interpolation. EPS is calculated based on the Company’s diluted earnings per share from continuing operations as determined in accordance with U.S. generally accepted accounting principles (“GAAP”), adjusted to remove the effect of (i) charges for unusual or infrequently occurring items as determined under GAAP, and (ii) the following items: Costs associated with acquisitions or divestitures of a business or assetsbusiness, approved by the Board without regard to whether the transaction is consummated, including: (a) any gains or losses from the transaction, including any liability or assets associated with the acquisition or divestiture, divestiture and (b) professional fees, taxes and expenses related to the transaction and the integration of such transaction, and (c) any one-time costs related to purchase accounting recorded only within the first year. The Committee may exclude the financial performance of an acquired business, if material, at the time of transaction • the transaction. Costs arising from Board-approved business restructurings or interruptionother significant restructuring costs (including restructurings included in Board-approved annual operating plan or restructurings in excess of 2% of target), including facility closures, severance, professional fees or work stoppage. The impact of any significant natural disaster disasters or significant business interruption interruptions affecting reported results. Amortization expense for intangible assets acquired through business combinations. The impact of significant litigation against the Company. Gains or losses resulting from the Company's refinancing of its debt obligations including professional fees associated with the issuance of indebtedness or the amendment, waiver or restructuring of the principal and terms of existing indebtedness. • Gains or losses resulting from legal and tax matters such as litigation, audits, similar tax inquiries or voluntary disclosure projects that were initiated prior to the Company's spin-off from Xxxxxxxxx Xxxx, including costs arising from the settlement of litigation or tax claims. • Significant gains or losses on the sale of assets • The Company's recognition of impairment charges in accordance with GAAP for its goodwill, indefinite-lived intangible assets and investments. The impact of any change in applicable accounting principles, tax laws or other laws or provisions affecting reported results • results. Foreign currency loss associated with a devaluation. • Separation related costs resulting from Normalize the financial performance of any Board-approved business divestiture during the performance period to equal the performance included in the Company's spin-off from Xxxxxxxxx Xxxx’s Annual Operating Plan. • The Company's recognition To the extent a financial metric is adjusted to remove the effect of asset impairment charges in accordance with GAAP triggered by the Company's spin-off from Xxxxxxxxx Xxxx. • Significant an item, all costs and benefits related to remediate environmental issues that arose prior to the spin, and/or required as a result of new government regulations. • The Committee retains the right to exercise its negative discretion to reduce the value of any award earneditem will be removed. The number of Shares subject to the PSUs that are eligible to vest based upon the attainment level of the TSR performance goal during the Performance Period shall be equal to the product of (a) 50%, multiplied by (b) the number of Shares subject to the PSUs at the target performance level set forth in Section 1 of the Agreement, multiplied by (c) the applicable Payout Level set forth below. Below Threshold <25th percentile 0% (no payout) Threshold 25th percentile 50% Target 50th percentile 100% Maximum 75th percentile 200% For purposes of measuring TSR over the Performance Period, a point-to-point measurement is used. TSR is defined as the total return dollars (stock price appreciation plus dividends) at the end of the Performance Period compared to the stock price at the beginning of the Performance Period. To account for stock price volatility, the average of the closing price over the 30 trading days ending on the first day of the Performance Period and the 30 trading days ending on the last day of the Performance Period will be used as the applicable stock price for purposes of the calculation of TSR. TSR will be compared against TSR of the companies in listed on either the S&P 400 Capital Goods Index or the S&P 500 Capital Goods Index to determine relative performance during the Performance Period. If TSR is not positive (i.e., greater than 0%), payout cannot exceed the Payout Level for Target for the TSR portion of the award. Performance attainment at levels among the Threshold, Target and Maximum goals will be subject to interpolation. This Appendix B includes special terms and conditions applicable to Participant if Participant is in one of the countries listed below. These terms and conditions supplement or replace (as indicated) the terms and conditions set forth in the Global Performance Stock Unit Award Agreement. If Participant is a citizen or resident of a country other than the one in which he or she is currently working, or if Participant transfers employment or residency to another country after the PSUs are granted, the Company, in its discretion, will determine the extent to which the terms and conditions set forth in this Appendix B will apply to Participant. This Appendix B also includes information relating to exchange control, foreign asset / account reporting requirements and other issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of January 20212024. Such laws are often complex and change frequently. As a result, Participant should not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the PSUs vest or the Shares acquired under the Plan are sold. In addition, the information is general in nature and may not apply to Participant’s particular situation. The Company is not in a position to assure Participant of any particular result. Accordingly, Participant should seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, if Participant is a citizen or resident of a country other than the one in which he or she is currently workingworking and/or residing, or if Participant transfers employment or residency to another country after the PSUs are granted, the information contained herein may not be applicable to Participant.

Appears in 1 contract

Samples: Global Performance Stock Unit Award Agreement (Allegion PLC)

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