Agreement Controls. The Plan is hereby incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control. The number of Restricted Stock Units that will vest is equal to the number resulting from the formula set forth immediately below, but not in excess of 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”), subject to any exercise of negative discretion of the Committee. 1. The number of Restricted Stock Units that will vest under this Attachment 1 and this Agreement, as determined by the Committee, is equal to: [(Overall Award Percentage x Target Value)/Market Price] x the Adjustment Factor rounded up to the nearest whole number (but not in excess of the Maximum RSU Amount) where: Overall Award Percentage will be the sum of (i) the BVA Average Award Percentage multiplied by the BVA Factor, and (ii) the EPS Average Award Percentage multiplied by the EPS Factor. BVA Average Award Percentage will be equal to (x) the sum of the BVA Award Percentage for each Fiscal Year during the Performance Period divided by (y) three. EPS Average Award Percentage will be equal to (x) the sum of the EPS Award Percentage for each Fiscal Year during the Performance Period divided by (y) three. (a) BVA Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the BVA for the applicable Fiscal Year is < Threshold BVA, BVA Award Percentage = 0% If the BVA for the applicable Fiscal Year is ≥ Threshold BVA and < Target BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the BVA for the applicable Fiscal Year is ≥ Target BVA and < Goal BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the BVA for the applicable Fiscal Year is ≥ Goal BVA and < Stretch BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the BVA for the applicable Fiscal Year is ≥ Stretch BVA, BVA Award Percentage = Award Cap (b) EPS Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the EPS for the applicable Fiscal Year is < Threshold EPS, EPS Award Percentage = 0% If the EPS for the applicable Fiscal Year is ≥ Threshold EPS and < Target EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Target EPS and < Goal EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the EPS for the applicable Fiscal Year is ≥ Goal EPS and < Stretch EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Stretch EPS, EPS Award Percentage = Award Cap 2. The number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be adjusted by the following “Adjustment Factor”: a. If the TSR Percentile Rank is greater than or equal to 75.00, then the number of Restricted Stock Units that vest will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 1.25 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 125 would vest), subject to the Maximum RSU Amount. b. If the TSR Percentile Rank is greater than 25.01 and less than 74.99, the Adjustment Factor is 1.0 (e.g., there shall be no adjustment to the number of Restricted Stock Units that vest based on performance as determined under Section 1 above). c. If the TSR Percentile Rank is less than or equal to 25.00, then the number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 0.75 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 75 would vest).
Appears in 2 contracts
Samples: Performance Restricted Stock Unit Award Agreement (Wolverine World Wide Inc /De/), Performance Restricted Stock Unit Award Agreement (Wolverine World Wide Inc /De/)
Agreement Controls. The Plan is hereby incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control. The number of Restricted Stock Units that will vest is equal to the number resulting from the formula set forth immediately below, but not in excess of 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”), subject to any exercise of negative discretion of the Committee.
1. The number of Restricted Stock Units that will vest under this Attachment 1 and this Agreement, as determined by the Committee, is equal to: [(Overall Award Percentage x Target Value)/Market Price] x the Adjustment Factor rounded up to the nearest whole number (but not in excess of the Maximum RSU Amount) where: Overall Award Percentage will be the sum of (i) the BVA Average Award Percentage multiplied by the BVA Factor, and (ii) the EPS Average Award Percentage multiplied by the EPS Factor. BVA Average Award Percentage will be equal to (x) the sum of the BVA Award Percentage for each Fiscal Year during the Performance Period divided by (y) three. EPS Average Award Percentage will be equal to (x) the sum of the EPS Award Percentage for each Fiscal Year during the Performance Period divided by (y) three.
(a) BVA Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the Cumulative BVA for the applicable Fiscal Year is < Threshold BVA, BVA Award Percentage = 0% If the Cumulative BVA for the applicable Fiscal Year is ≥ Threshold BVA and < Target BVA, BVA Award Percentage = ([[ ] ] ) (Cumulative BVA - Threshold BVA) x 0.5 ] + 0.5 ) +0.5 x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Target BVA and < Goal BVA, BVA Award Percentage = ([[ ] ] ) (Cumulative BVA - Target BVA) x 0.5 ] + 1.0 ) +1.0 x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Goal BVA and < Stretch BVA, BVA Award Percentage = ([[ ] ] ) (Cumulative BVA - Goal BVA) x 0.5 ] + 1.5 ) +1.5 x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Stretch BVA, BVA Award Percentage = Award Cap
(b) EPS Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the Cumulative EPS for the applicable Fiscal Year is < Threshold EPS, EPS Award Percentage = 0% If the Cumulative EPS for the applicable Fiscal Year is ≥ Threshold EPS and < Target EPS, EPS Award Percentage = ([[ ] ] ) (Cumulative EPS - Threshold EPS) x 0.5 ] + 0.5 ) +0.5 x100 If the Cumulative EPS for the applicable Fiscal Year is ≥ Target EPS and < Goal EPS, EPS Award Percentage = ([[ ] ] ) (Cumulative EPS - Target EPS) x 0.5 ] + 1.0 ) +1.0 x100 If the Cumulative EPS for the applicable Fiscal Year is ≥ Goal EPS and < Stretch EPS, EPS Award Percentage = ([[ ] ] ) (Cumulative EPS - Goal EPS) x 0.5 ] + 1.5 ) +1.5 x100 If the Cumulative EPS for the applicable Fiscal Year is ≥ Stretch EPS, EPS Award Percentage = Award Cap
2. The number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be adjusted by the following “Adjustment Factor”:
a. If the TSR Percentile Rank is greater than or equal to 75.00, then the number of Restricted Stock Units that vest will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 1.25 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 125 would vest), subject to the Maximum RSU Amount.
b. If the TSR Percentile Rank is greater than 25.01 and less than 74.99, the Adjustment Factor is 1.0 (e.g., there shall be no adjustment to the number of Restricted Stock Units that vest based on performance as determined under Section 1 above).
c. If the TSR Percentile Rank is less than or equal to 25.00, then the number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 0.75 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 75 would vest).
Appears in 2 contracts
Samples: Performance Restricted Stock Unit Award Agreement (Wolverine World Wide Inc /De/), Performance Restricted Stock Unit Award Agreement (Wolverine World Wide Inc /De/)
Agreement Controls. The Plan is hereby incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control. The “Incentive Award” for the Employee will be the number of shares of Performance Restricted Stock Units that will vest is equal to on which the number resulting from the formula set forth immediately belowStock Restrictions shall lapse, but not in excess of 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”), subject to any exercise of negative discretion of the Committee.
1. The number of Restricted Stock Units that will vest under this Attachment 1 and this Agreement, as determined by the Committee, is equal tocalculated as: [(Overall Award Percentage x Target Value)/Market Price] x the Adjustment Factor rounded up to the nearest whole number (but not in excess of the Maximum RSU Amount) number, where: Overall Award Percentage will be the sum of (i) the BVA Average Award Percentage multiplied by the BVA Factor, and (ii) the EPS Average Award Percentage multiplied by the EPS Factor. BVA Average , but in no event shall the Overall Award Percentage will exceed the Award Cap for the Employee. If the Overall Award Percentage calculated for the Employee is greater than the Award Cap, the Overall Award Percentage shall be equal reduced to (x) the sum of Award Cap to calculate the Incentive Award.
1. BVA Award Percentage for each Fiscal Year during the Performance Period divided by (y) three. EPS Average Award Percentage will be equal to (x) the sum of the EPS Award Percentage for each Fiscal Year during the Performance Period divided by (y) three.
(a) BVA Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the Cumulative BVA for the applicable Fiscal Year is < Threshold BVA, BVA Award Percentage = 0% If the Cumulative BVA for the applicable Fiscal Year is ≥ Threshold BVA and < Target BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Target BVA and < Goal BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Goal BVA and < Stretch BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Stretch BVA, BVA Award Percentage = Award Cap
(b) 2. EPS Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the EPS for the applicable Fiscal Year is < Threshold EPS, EPS Award Percentage = 0% If the EPS for the applicable Fiscal Year is ≥ Threshold EPS and < Target EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Target EPS and < Goal EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the EPS for the applicable Fiscal Year is ≥ Goal EPS and < Stretch EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Stretch EPS, EPS Award Percentage = Award Cap
2. The number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be adjusted by the following “Adjustment Factor”:
a. If the TSR Percentile Rank is greater than or equal to 75.00, then the number of Restricted Stock Units that vest will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 1.25 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 125 would vest), subject to the Maximum RSU Amount.
b. If the TSR Percentile Rank is greater than 25.01 and less than 74.99, the Adjustment Factor is 1.0 (e.g., there shall be no adjustment to the number of Restricted Stock Units that vest based on performance as determined under Section 1 above).
c. If the TSR Percentile Rank is less than or equal to 25.00, then the number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 0.75 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 75 would vest).
Appears in 1 contract
Samples: Performance Share Award Agreement (Wolverine World Wide Inc /De/)
Agreement Controls. The Plan is hereby incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control. WOLVERINE WORLD WIDE, INC. By Xxxxxx X. Xxxxxx Senior Vice President, Chief Financial Officer and Treasurer Employee Signature Print name The “Incentive Award” for the Employee will be the number of shares of Performance Restricted Stock Units that will vest is equal to on which the number resulting from the formula set forth immediately belowStock Restrictions shall lapse, but not in excess of 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”), subject to any exercise of negative discretion of the Committee.
1. The number of Restricted Stock Units that will vest under this Attachment 1 and this Agreement, as determined by the Committee, is equal tocalculated as: [(Overall Award Percentage x Target Value)/Market Price] x the Adjustment Factor rounded up to the nearest whole number (but not in excess of the Maximum RSU Amount) number, where: Overall Award Percentage will be the sum of (i) the BVA Average Award Percentage multiplied by the BVA Factor, and (ii) the EPS Average Award Percentage multiplied by the EPS Factor. BVA Average , but in no event shall the Overall Award Percentage will exceed the Award Cap for the Employee. If the Overall Award Percentage calculated for the Employee is greater than the Award Cap, the Overall Award Percentage shall be equal reduced to (x) the sum of Award Cap to calculate the Incentive Award.
1. BVA Award Percentage for each Fiscal Year during the Performance Period divided by (y) three. EPS Average Award Percentage will be equal to (x) the sum of the EPS Award Percentage for each Fiscal Year during the Performance Period divided by (y) three.
(a) BVA Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the Cumulative BVA for the applicable Fiscal Year is < Threshold BVA, BVA Award Percentage = 0% If the Cumulative BVA for the applicable Fiscal Year is ≥ ³ Threshold BVA and < Target BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ ³ Target BVA and < Goal BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ ³ Goal BVA and < Stretch BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ ³ Stretch BVA, BVA Award Percentage = Award Cap
(b) 2. EPS Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the EPS for the applicable Fiscal Year is < Threshold EPS, EPS Award Percentage = 0% If the EPS for the applicable Fiscal Year is ≥ Threshold EPS and < Target EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Target EPS and < Goal EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the EPS for the applicable Fiscal Year is ≥ Goal EPS and < Stretch EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Stretch EPS, EPS Award Percentage = Award Cap
2. The number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be adjusted by the following “Adjustment Factor”:
a. If the TSR Percentile Rank is greater than or equal to 75.00, then the number of Restricted Stock Units that vest will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 1.25 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 125 would vest), subject to the Maximum RSU Amount.
b. If the TSR Percentile Rank is greater than 25.01 and less than 74.99, the Adjustment Factor is 1.0 (e.g., there shall be no adjustment to the number of Restricted Stock Units that vest based on performance as determined under Section 1 above).
c. If the TSR Percentile Rank is less than or equal to 25.00, then the number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 0.75 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 75 would vest).
Appears in 1 contract
Samples: Performance Share Award Agreement (Wolverine World Wide Inc /De/)
Agreement Controls. The Plan is hereby incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control. To the extent that either Threshold BVA or Threshold EPS is satisfied, as determined by the Committee, 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”) shall be deemed earned hereunder. The actual number of Restricted Stock Units that will vest is equal to the number resulting from the formula set forth immediately below, but not in excess of 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”). Restricted Stock Units are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code because of the requirement to achieve the pre-set Threshold BVA goal or Threshold EPS goal to earn the Maximum RSU Amount, subject to with any reduction from such maximum based on the level of achievement under the formula immediately below (in an amount no greater than the Maximum RSU Amount) or as a result of any exercise of negative discretion of the Committee.
1. The number of Restricted Stock Units that will vest under this Attachment 1 and this Agreement, as determined by the Committee, is equal to: [(Overall Award Percentage x Target Value)/Market Applicable Earnings)/Market Price] x the Adjustment Factor rounded up to the nearest whole number (but not in excess of the Maximum RSU Amount) where: Overall Award Percentage will be the sum of (i) the BVA Average Award Percentage multiplied by the BVA Factor, and (ii) the EPS Average Award Percentage multiplied by the EPS Factor. BVA Average Award Percentage will be equal to (x) the sum of the BVA Award Percentage for each Fiscal Year during the Performance Period divided by (y) three. EPS Average Award Percentage will be equal to (x) the sum of the EPS Award Percentage for each Fiscal Year during the Performance Period divided by (y) three.
(a) BVA Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the Cumulative BVA for the applicable Fiscal Year is < Threshold BVA, BVA Award Percentage = 0% If the Cumulative BVA for the applicable Fiscal Year is ≥ Threshold BVA and < Target BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Target BVA and < Goal BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Goal BVA and < Stretch BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Stretch BVA, BVA Award Percentage = Award Cap
(b) EPS Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the Cumulative EPS for the applicable Fiscal Year is < Threshold EPS, EPS Award Percentage = 0% If the Cumulative EPS for the applicable Fiscal Year is ≥ Threshold EPS and < Target EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the Cumulative EPS for the applicable Fiscal Year is ≥ Target EPS and < Goal EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the Cumulative EPS for the applicable Fiscal Year is ≥ Goal EPS and < Stretch EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the Cumulative EPS for the applicable Fiscal Year is ≥ Stretch EPS, EPS Award Percentage = Award Cap
2. The number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be adjusted by the following “Adjustment Factor”:
a. If the TSR Percentile Rank is greater than or equal to the 75.00, then the number of Restricted Stock Units that vest will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 1.25 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 125 would vest), subject to the Maximum RSU Amount.
b. If the TSR Percentile Rank is greater than the 25.01 and less than 74.99the 74.99 , the Adjustment Factor is 1.0 (e.g., there shall be no adjustment to the number of Restricted Stock Units that vest based on performance as determined under Section 1 above).
c. If the TSR Percentile Rank is less than or equal to 25.00, then the number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 0.75 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 75 would vest).
Appears in 1 contract
Samples: Performance Restricted Stock Unit Award Agreement (Wolverine World Wide Inc /De/)
Agreement Controls. The Plan is hereby incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control. The number of Restricted Stock Units that will vest is equal to the number resulting from the formula set forth immediately below, but not in excess of 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”), subject to any exercise of negative discretion of the Committee.
1. The number of Restricted Stock Units that will vest under this Attachment 1 and this Agreement, as determined by the Committee, is equal to: [(Overall Award Percentage x Target Value)/Market Applicable Earnings)/Market Price] x the Adjustment Factor rounded up to the nearest whole number (but not in excess of the Maximum RSU Amount) where: Overall Award Percentage will be the sum of (i) the BVA Average Award Percentage multiplied by the BVA Factor, and (ii) the EPS Average Award Percentage multiplied by the EPS Factor. BVA Average Award Percentage will be equal to (x) the sum of the BVA Award Percentage for each Fiscal Year during the Performance Period divided by (y) three. EPS Average Award Percentage will be equal to (x) the sum of the EPS Award Percentage for each Fiscal Year during the Performance Period divided by (y) three.
(a) BVA Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the Cumulative BVA for the applicable Fiscal Year is < Threshold BVA, BVA Award Percentage = 0% If the Cumulative BVA for the applicable Fiscal Year is ≥ Threshold BVA and < Target BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Target BVA and < Goal BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Goal BVA and < Stretch BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ Stretch BVA, BVA Award Percentage = Award Cap
(b) EPS Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the Cumulative EPS for the applicable Fiscal Year is < Threshold EPS, EPS Award Percentage = 0% If the Cumulative EPS for the applicable Fiscal Year is ≥ Threshold EPS and < Target EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the Cumulative EPS for the applicable Fiscal Year is ≥ Target EPS and < Goal EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the Cumulative EPS for the applicable Fiscal Year is ≥ Goal EPS and < Stretch EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the Cumulative EPS for the applicable Fiscal Year is ≥ Stretch EPS, EPS Award Percentage = Award Cap
2. The number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be adjusted by the following “Adjustment Factor”:
a. If the TSR Percentile Rank is greater than or equal to 75.00, then the number of Restricted Stock Units that vest will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 1.25 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 125 would vest), subject to the Maximum RSU Amount.
b. If the TSR Percentile Rank is greater than 25.01 and less than 74.99, the Adjustment Factor is 1.0 (e.g., there shall be no adjustment to the number of Restricted Stock Units that vest based on performance as determined under Section 1 above).
c. If the TSR Percentile Rank is less than or equal to 25.00, then the number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 0.75 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 75 would vest).
Appears in 1 contract
Samples: Performance Restricted Stock Unit Award Agreement (Wolverine World Wide Inc /De/)
Agreement Controls. The Plan is hereby incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control. The “Incentive Award” for the Employee will be the number of shares of Performance Restricted Stock Units that will vest is equal to on which the number resulting from the formula set forth immediately belowStock Restrictions shall lapse, but not in excess of 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”), subject to any exercise of negative discretion of the Committee.
1. The number of Restricted Stock Units that will vest under this Attachment 1 and this Agreement, as determined by the Committee, is equal tocalculated as: [(Overall Award Percentage x Target Value)/Market Price] x the Adjustment Factor rounded up to the nearest whole number (but not in excess of the Maximum RSU Amount) number, where: Overall Award Percentage will be the sum of (i) the BVA Average Award Percentage multiplied by the BVA Factor, and (ii) the EPS Average Award Percentage multiplied by the EPS Factor. BVA Average , but in no event shall the Overall Award Percentage will exceed the Award Cap for the Employee. If the Overall Award Percentage calculated for the Employee is greater than the Award Cap, the Overall Award Percentage shall be equal reduced to (x) the sum of Award Cap to calculate the Incentive Award.
1. BVA Award Percentage for each Fiscal Year during the Performance Period divided by (y) three. EPS Average Award Percentage will be equal to (x) the sum of the EPS Award Percentage for each Fiscal Year during the Performance Period divided by (y) three.
(a) BVA Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the Cumulative BVA for the applicable Fiscal Year is < Threshold BVA, BVA Award Percentage = 0% If the Cumulative BVA for the applicable Fiscal Year is ≥ ³ Threshold BVA and < Target BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ ³ Target BVA and < Goal BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ ³ Goal BVA and < Stretch BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the Cumulative BVA for the applicable Fiscal Year is ≥ ³ Stretch BVA, BVA Award Percentage = Award Cap
(b) 2. EPS Award Percentage for each Fiscal Year during the Performance Period will be calculated as follows: If the EPS for the applicable Fiscal Year is < Threshold EPS, EPS Award Percentage = 0% If the EPS for the applicable Fiscal Year is ≥ Threshold EPS and < Target EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Target EPS and < Goal EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the EPS for the applicable Fiscal Year is ≥ Goal EPS and < Stretch EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Stretch EPS, EPS Award Percentage = Award Cap
2. The number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be adjusted by the following “Adjustment Factor”:
a. If the TSR Percentile Rank is greater than or equal to 75.00, then the number of Restricted Stock Units that vest will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 1.25 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 125 would vest), subject to the Maximum RSU Amount.
b. If the TSR Percentile Rank is greater than 25.01 and less than 74.99, the Adjustment Factor is 1.0 (e.g., there shall be no adjustment to the number of Restricted Stock Units that vest based on performance as determined under Section 1 above).
c. If the TSR Percentile Rank is less than or equal to 25.00, then the number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 0.75 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 75 would vest).
Appears in 1 contract
Samples: Performance Share Award Agreement (Wolverine World Wide Inc /De/)
Agreement Controls. The Plan is hereby incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control. The number of Restricted Stock Units that will vest is equal to the number resulting from the formula set forth immediately below, but not in excess of 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”), subject to any exercise of negative discretion of the Committee.
1. The number of Restricted Stock Units that will vest under this Attachment 1 and this Agreement, as determined by the Committee, is equal to: [(Target Value/Market Price) x Overall Award Percentage x Target Value)/Market Price] x the Adjustment Factor rounded up to the nearest whole number (but not in excess of the Maximum RSU Amount) where: Overall Award Percentage will be the sum of (i) the BVA OP Average Award Percentage multiplied by the BVA OP Factor, and (ii) the EPS Average rTSR Award Percentage multiplied by the EPS rTSR Factor. BVA OP Average Award Percentage will be equal to (x) the sum of the BVA OP Award Percentage for each Fiscal Year during the Performance OP Measurement Period divided by (y) three. EPS Average rTSR Award Percentage will be equal to (x) based upon the sum Company’s Total Shareholder Return ranking as of the EPS end of the rTSR Measurement Period relative to the Total Shareholder Return of the S&P Composite 1500 Companies.
(a) OP Award Percentage for each Fiscal Year during the Performance Period divided by (y) three.
(a) BVA Award Percentage for each Fiscal Year during the Performance OP Measurement Period will be calculated as follows: If the BVA OP for the applicable Fiscal Year is < Threshold BVAOP, BVA OP Award Percentage = 0% If the BVA OP for the applicable Fiscal Year is ≥ Threshold BVA OP and < Target BVAOP, BVA OP Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the BVA OP for the applicable Fiscal Year is ≥ Target BVA OP and < Goal BVAStretch OP, BVA OP Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the BVA for the applicable Fiscal Year is ≥ Goal BVA and < Stretch BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the BVA OP for the applicable Fiscal Year is ≥ Stretch BVAOP, BVA OP Award Percentage = Award Cap
(b) EPS The rTSR Award Percentage for the rTSR Measurement Period shall be the Company’s Total Shareholder Return ranking as of the end of the rTSR Measurement Period relative to the Total Shareholder Return rankings as of the end of the rTSR Measurement Period of the S&P Composite 1500 Companies as forth in the following table: Below Threshold <25th Percentile 0% Threshold 25th Percentile 50% Target 50th Percentile 100% Stretch 75th Percentile 200%
(1) rTSR Rank is calculated based on the Company’s ranking within the S&P Composite 1500 Companies based on its Total Shareholder Return as compared to the Total Shareholder Return of each Fiscal Year during S&P Composite 1500 Company.
(2) For performance between threshold and target and between target and stretch, the rTSR Award Percentage will be determined on straight line interpolation.
(3) If the Company’s Total Shareholder Return for the rTSR Measurement Period is negative, the rTSR Award Percentage shall be capped at 100%. The other defined terms shall have the following meanings for the purpose of this Agreement: Award Cap 200% Award Recipient An employee of the Company to whom the Compensation Committee of the Board of Directors or the Board of Directors grants a Performance Restricted Unit Award, for such portion of the Performance Period will be calculated as follows: If the EPS Committee determines. Operating Profit Total earnings from the Company’s core business function for the applicable Fiscal Year is < Threshold EPSafter deducting selling, EPS Award Percentage = 0% If general and administrative costs. Operating Profit shall not include interest, taxes and other items reported in the EPS for the applicable Consolidated Statement of Operations below Operating Profit. Fiscal Year is ≥ Threshold EPS and < Target EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If The fiscal year of the EPS Company for financial reporting purposes as the applicable Company may adopt from time to time. Market Price The Fair Market Value on the Grant Date. OP Measurement Period The three-year period beginning on the first day of the Company’s 2023 Fiscal Year is ≥ Target EPS and < Goal EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If ending on the EPS for last day of the applicable Company’s 2025 Fiscal Year is ≥ Goal EPS and < Stretch EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If Year. Payout Date The date determined by the EPS for Committee upon the applicable Fiscal Year is ≥ Stretch EPS, EPS Award Percentage = Award Cap
2. The number vesting of Restricted Stock Units that vest based for the issuance and delivery of Common Stock and, if applicable, any cash payment, to which such Payout Date relates, which date shall be as soon as practicable, but in no event more than sixty (60) days following the date of vesting (or, if earlier, within 30 days following the date of a Change in Control, to the extent provided in Section 5 of this Agreement and the Plan). Performance Period The OP Measurement Period plus the rTSR Measurement Period. rTSR Measurement Period The three-year period beginning on performance February 8, 2023. rTSR Measurement Period End Date The last day of the rTSR Measurement Period. S&P 1500 Companies The companies making up the S&P Composite 1500 Consumer Durables & Apparel Index as of the first day of the Performance Period. Target Value Subject to the forfeiture provisions of Section 4 of the Agreement, the Target Value shall be the dollar target amount granted at the beginning of the OP Measurement Period (or, if later, at the time an Employee is determined under Section 1 above will be adjusted by the following “Adjustment Factor”:
a. If Committee to be eligible to participate in the TSR Percentile Rank is greater than or equal to 75.00, then the number of Restricted Stock Units that vest will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 abovePlan), multiplied by an Adjustment Factor a fraction, the numerator of 1.25 (e.g.which is months employed and participating for the OP Measurement Period and the denominator of which is 36. For clarification, the dollar target amount is only counted once for corresponding cycle grant year in cases where grants are made on the same date for multiple performance periods. Partial months employed/participating shall only be included in the numerator, above, if 100 Restricted Stock Units would vest under Section 1 prior to applying Employee is employed/participating for the Adjustment Factor, 125 would vest), subject to the Maximum RSU Amountmajority of days in such month.
b. If the TSR Percentile Rank is greater than 25.01 and less than 74.99, the Adjustment Factor is 1.0 (e.g., there shall be no adjustment to the number of Restricted Stock Units that vest based on performance as determined under Section 1 above).
c. If the TSR Percentile Rank is less than or equal to 25.00, then the number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 0.75 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 75 would vest).
Appears in 1 contract
Samples: Performance Restricted Stock Unit Award Agreement (Wolverine World Wide Inc /De/)
Agreement Controls. The Plan is hereby incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control. The number of Restricted Stock Units that will vest is equal to the number resulting from the formula set forth immediately below, but not in excess of 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”), subject to any exercise of negative discretion of the Committee.
1. The number of Restricted Stock Units that will vest under this Attachment 1 and this Agreement, as determined by the Committee, is equal to: [(Target Value/Market Price) x Overall Award Percentage x Target Value)/Market Price] x the Adjustment Factor rounded up to the nearest whole number (but not in excess of the Maximum RSU Amount) where: Overall Award Percentage will be the sum of (i) the BVA OP Average Award Percentage multiplied by the BVA OP Factor, and (ii) the EPS Average rTSR Award Percentage multiplied by the EPS rTSR Factor. BVA OP Average Award Percentage will be equal to (x) the sum of the BVA OP Award Percentage for each Fiscal Year during the Performance OP Measurement Period divided by (y) three. EPS Average rTSR Award Percentage will be equal to (x) based upon the sum Company’s Total Shareholder Return ranking as of the EPS end of the rTSR Measurement Period relative to the Total Shareholder Return of the S&P Composite 1500 Companies.
(a) OP Award Percentage for each Fiscal Year during the Performance Period divided by (y) three.
(a) BVA Award Percentage for each Fiscal Year during the Performance OP Measurement Period will be calculated as follows: If the BVA OP for the applicable Fiscal Year is < Threshold BVAOP, BVA OP Award Percentage = 0% If the BVA OP for the applicable Fiscal Year is ≥ Threshold BVA OP and < Target BVAOP, BVA OP Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the BVA OP for the applicable Fiscal Year is ≥ Target BVA OP and < Goal BVAStretch OP, BVA OP Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the BVA for the applicable Fiscal Year is ≥ Goal BVA and < Stretch BVA, BVA Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the BVA OP for the applicable Fiscal Year is ≥ Stretch BVAOP, BVA OP Award Percentage = Award Cap
(b) EPS The rTSR Award Percentage for the rTSR Measurement Period shall be the Company’s Total Shareholder Return ranking as of the end of the rTSR Measurement Period relative to the Total Shareholder Return rankings as of the end of the rTSR Measurement Period of the S&P Composite 1500 Companies as forth in the following table: Below Threshold <25th Percentile 0% Threshold 25th Percentile 50% Target 50th Percentile 100% Stretch 75th Percentile 200%
(1) rTSR Rank is calculated based on the Company’s ranking within the S&P Composite 1500 Companies based on its Total Shareholder Return as compared to the Total Shareholder Return of each Fiscal Year during S&P Composite 1500 Company.
(2) For performance between threshold and target and between target and stretch, the Performance Period rTSR Award Percentage will be calculated as follows: determined on straight line interpolation.
(3) If the EPS Company’s Total Shareholder Return for the applicable Fiscal Year rTSR Measurement Period is < Threshold EPSnegative, EPS the rTSR Award Percentage = 0% If the EPS for the applicable Fiscal Year is ≥ Threshold EPS and < Target EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 0.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Target EPS and < Goal EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.0 ) x100 If the EPS for the applicable Fiscal Year is ≥ Goal EPS and < Stretch EPS, EPS Award Percentage = ([[ ] x 0.5 ] + 1.5 ) x100 If the EPS for the applicable Fiscal Year is ≥ Stretch EPS, EPS Award Percentage = Award Cap
2. The number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be adjusted by the following “Adjustment Factor”:
a. If the TSR Percentile Rank is greater than or equal to 75.00, then the number of Restricted Stock Units that vest will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 1.25 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 125 would vest), subject to the Maximum RSU Amount.
b. If the TSR Percentile Rank is greater than 25.01 and less than 74.99, the Adjustment Factor is 1.0 (e.g., there shall be no adjustment to the number of Restricted Stock Units that vest based on performance as determined under Section 1 above)capped at 100%.
c. If the TSR Percentile Rank is less than or equal to 25.00, then the number of Restricted Stock Units that vest based on performance as determined under Section 1 above will be a number equal to the number of Restricted Stock Units that would vest based on performance as determined under Section 1 above, multiplied by an Adjustment Factor of 0.75 (e.g., if 100 Restricted Stock Units would vest under Section 1 prior to applying the Adjustment Factor, 75 would vest).
Appears in 1 contract
Samples: Performance Restricted Stock Unit Award Agreement (Wolverine World Wide Inc /De/)