Common use of Annual Risk Performance Review Clause in Contracts

Annual Risk Performance Review. In general, while the Award is outstanding an Annual Risk Performance Review will be conducted with respect to any Performance Year for which such review is triggered as set forth in Section 6.5(c) below. Any such determination in accordance with Section 6.5(c) that an Annual Risk Performance Review will be conducted with respect to a given Performance Year will generally be made shortly after the close of the applicable Performance Year, but no later than the 45th day following the close of such year. When an Annual Risk Performance Review is required by Section 6.5(c) with respect to a given completed Performance Year, either by action of the Compensation Committee or because the specific performance-metric-based review trigger is met, or a combination thereof, such review will be conducted shortly after the close of such calendar Performance Year but no later than the end of the first quarter following such close. As part of such review, the Compensation Committee will consider whether, in its discretion, downward adjustment for risk performance with respect to the applicable Performance Year would be appropriate as applied to Grantee and, if so, will reflect such adjustment in the Annual Risk Review Performance Factor for that Performance Year. An Annual Risk Review Performance Factor as determined by the Compensation Committee will be in the range of 100.00% down to 0.00%. A downward adjustment for risk performance would be reflected in an Annual Risk Review Performance Factor with respect to that Performance Year of less than 100.00%. A Factor of 0.00% would mean that the Award has failed to meet this risk performance condition with respect to that Performance Year and the overall Annual Performance Factor that relates to that Performance Year will be 0.00%. If the Compensation Committee determines in its discretion that it would not be appropriate to apply a downward adjustment for risk performance for such Performance Year to Grantee’s Incentive Performance Units and related Dividend Equivalents, that determination would be reflected in an Annual Risk Review Performance Factor for that Performance Year of 100.00%.

Annual Risk Performance Review. In general, while the Award is outstanding an Annual Risk Performance Review will be conducted with respect to any Performance Year performance year for which such review is triggered as set forth in Section 6.5(c6.3(c) below. Any such determination in accordance with Section 6.5(c6.3(c) that an Annual Risk Performance Review will be conducted with respect to a given Performance Year performance year will generally be made shortly after the close of the applicable Performance Yearperformance year, but no later than the 45th day following the close of such year. When an Annual Risk Performance Review is required by Section 6.5(c6.3(c) with respect to a given completed Performance Yearperformance year, either by action of the Compensation Committee or because the specific performance-performance metric-based review trigger is met, or a combination thereof, such review will be conducted shortly after the close of such calendar Performance Year performance year but no later than the end of the first quarter following such close. As part of such review, the Compensation Committee will consider whether, in its discretion, downward adjustment for risk performance with respect to the applicable Performance Year performance year would be appropriate as applied to Grantee and, if so, will reflect such adjustment in the Annual Risk Review Performance Factor for that will apply to the Tranche of Grantee’s Performance YearRSUs and related Dividend Equivalents that relates to that performance year. An Annual Risk Review Performance Factor as determined by the Compensation Committee will be in the range of 100.00% down to 0.00%. A downward adjustment for risk performance would be reflected in an Annual Risk Review Performance Factor with respect to that Performance Year performance year of less than 100.00%. A Factor of 0.00% would mean that the Award Tranche has failed to meet this risk performance condition condition, is no longer eligible for vesting, and will expire and terminate. Percentages will be rounded to the nearest one-hundredth, with respect 0.005 being rounded upward to that Performance Year and the overall 0.01, but in no event will an Annual Risk Review Performance Factor that relates to that Performance Year will be greater than 100.00% or less than 0.00%. If the Compensation Committee determines in its discretion that it would not be appropriate to apply a downward adjustment for risk performance for such Performance Year performance year to Grantee’s Incentive Performance Units RSUs and related Dividend Equivalents, that determination would be reflected in an Annual Risk Review Performance Factor for the Tranche that Performance Year relates to that performance year of 100.00%.

Annual Risk Performance Review. In general, while the Award is outstanding an Annual Risk Performance Review will be conducted with respect to any Performance Year performance year for which such review is triggered as set forth in Section 6.5(c) below6.3 as applicable to Grantee. Any such determination in accordance with Section 6.5(c) 6.3 that an Annual Risk Performance Review will be conducted with respect to a given Performance Year performance year will generally be made shortly after the close of the applicable Performance Yearperformance year, but no later than the 45th day following the close of such year. When an Annual Risk Performance Review is required by Section 6.5(c) 6.3 with respect to a given completed Performance Yearrisk performance year, either whether such review is triggered by action of the Review Committee or Compensation Committee or because the a specific performance-metric-based business unit or enterprise level review trigger applicable to Grantee is met, or a combination thereof, such review will be conducted shortly after the close of such calendar Performance Year risk performance year but no later than the end of the first quarter following such close. As part of such review, the Compensation Review Committee will consider whether, in its discretion, downward adjustment for risk performance with respect to the applicable Performance Year risk performance year would be appropriate as applied to Grantee and, if so, will reflect such adjustment in the Annual Risk Review Performance Factor for that will apply to the Tranche of Grantee’s Performance YearRSUs and related Dividend Equivalents that relates to that risk performance year. An Annual Risk Review Performance Factor as determined by the Compensation Review Committee will be in the range of 100.00% down to 0.00%. A downward adjustment for risk performance would be reflected in an Annual Risk Review Performance Factor with respect to that Performance Year performance year of less than 100.00%. A Factor of 0.00% would mean that the Award Tranche has failed to meet this the risk performance condition condition, is no longer eligible for vesting, and will expire and terminate. Percentages will be rounded to the nearest one-hundredth, with respect 0.005 being rounded upward to that Performance Year and the overall 0.01, but in no event will an Annual Risk Performance Factor that relates to that Performance Year will be greater than 100.00% or less than 0.00%. If the Compensation Review Committee determines in its discretion that it would not be appropriate to apply a downward adjustment for risk performance for such performance year to Xxxxxxx’s Performance Year to Grantee’s Incentive Performance Units RSUs and related Dividend Equivalents, that determination would be reflected in an Annual Risk Review Performance Factor for the Tranche that Performance Year relates to that risk performance year of 100.00%.

Annual Risk Performance Review. In general, while the Award is outstanding an Annual Risk Performance Review will be conducted with respect to any Performance Year performance year for which either (1) such review is triggered by the Risk Performance Review Criteria as applied to that performance year as set forth in Section 6.5(c6.3(c) belowbelow or (2) the Compensation Committee determines to conduct such review in its discretion. Any such determination in accordance with Section 6.5(c) that an Annual Risk Performance Review will be conducted with respect to a given Performance Year will generally be made shortly after the close of the applicable Performance Yearperformance year, but no later than the 45th day following the close of such year. When an Annual Risk Performance Review is required by Section 6.5(c) with respect to a given completed Performance Yearperformance year, either by action of the risk performance review criteria or at the Compensation Committee or because the specific performance-metric-based review trigger is met, or a combination thereofCommittee’s discretion, such review will be conducted shortly after the close of such calendar Performance Year performance year but no later than the end of the first quarter following such close. As part of such review, the Compensation Committee will consider whether, in its discretion, downward adjustment for risk performance with respect to the applicable Performance Year performance year would be appropriate as applied to Grantee and, if so, will reflect such adjustment in the Annual Risk Review Performance Factor for that will apply to the Tranche of Grantee’s Performance YearRSUs and related Dividend Equivalents that relate to that performance year. An Annual Risk Review Performance Factor as determined by the Compensation Committee will be in the range of 100.00% down to 0.00%. A downward adjustment for risk performance would be reflected in an Annual Risk Review Performance Factor with respect to that Performance Year year of less than 100.00%. A Factor of 0.00% would mean that the Award Tranche has failed to meet this risk performance condition with respect to that Performance Year condition, is no longer eligible for vesting, and the overall Annual Performance Factor that relates to that Performance Year will be 0.00%expire and terminate. If the Compensation Committee determines in its discretion that it would not be appropriate to apply a downward adjustment for risk performance for such Performance Year year to Grantee’s Incentive Performance Units RSUs and related Dividend Equivalents, that determination would be reflected in an Annual Risk Review Performance Factor for the Tranche that Performance Year relates to that performance year of 100.00%.

Annual Risk Performance Review. In general, while the Award is outstanding an Annual Risk Performance Review will be conducted with respect to any Performance Year performance year for which such review is triggered as set forth in Section 6.5(c6.1(c) below. Any such determination in accordance with Section 6.5(c6.1(c) that an Annual Risk Performance Review will be conducted with respect to a given Performance Year performance year will generally be made shortly after the close of the applicable Performance Yearperformance year, but no later than the 45th day following the close of such year. When an Annual Risk Performance Review is required by Section 6.5(c6.1(c) with respect to a given completed Performance Yearperformance year, either by action of the Compensation Committee or because the specific performance-performance metric-based review trigger is met, or a combination thereof, such review will be conducted shortly after the close of such calendar Performance Year performance year but no later than the end of the first quarter following such close. As part of such review, the Compensation Committee will consider whether, in its discretion, downward adjustment for risk performance with respect to the applicable Performance Year performance year would be appropriate as applied to Grantee and, if so, will reflect such adjustment in the Annual Risk Review Performance Factor for that will apply to the Tranche of Grantee’s Performance YearRSUs and related Dividend Equivalents that relates to that performance year. An Annual Risk Review Performance Factor as determined by the Compensation Committee will be in the range of 100.00% down to 0.00%. A downward adjustment for risk performance would be reflected in an Annual Risk Review Performance Factor with respect to that Performance Year performance year of less than 100.00%. A Factor of 0.00% would mean that the Award Tranche has failed to meet this risk performance condition condition, is no longer eligible for vesting, and will expire and terminate. Percentages will be rounded to the nearest one-hundredth, with respect 0.005 being rounded upward to that Performance Year and the overall 0.01, but in no event will an Annual Risk Review Performance Factor that relates to that Performance Year will be greater than 100.00% or less than 0.00%. If the Compensation Committee determines in its discretion that it would not be appropriate to apply a downward adjustment for risk performance for such Performance Year performance year to Grantee’s Incentive Performance Units RSUs and related Dividend Equivalents, that determination would be reflected in an Annual Risk Review Performance Factor for the Tranche that Performance Year relates to that performance year of 100.00%.