Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) 2024 TSR Formula - Sustained Performance q=12 Average indexed performance = ∑ (xq / x) q=1 where: x = share price at beginning of calendar year in which the applicable calendar quarter occurs (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days preceding the beginning of such calendar year) xq = closing share price at the end of each quarter (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days of such calendar quarter, and adjusted for dividends paid (where the dividend payment date is the ex-dividend date)) q = quarter number (1 through 12) Example 1: Date Share price * Index (x) (xq / x) 1/1/2024 $ 20.00 3/31/2024 $ 22.00 110.0 6/30/2024 $ 24.00 120.0 9/30/2024 $ 21.00 105.0 12/31/2024 $ 20.00 100.0 3/31/2025 $ 18.00 90.0 6/30/2025 $ 22.00 110.0 9/30/2025 $ 25.00 125.0 12/31/2025 $ 28.00 140.0 3/31/2026 $ 31.00 110.7 6/30/2026 $ 33.00 117.9 9/30/2026 $ 30.00 107.1 12/31/2026 $ 28.00 100.0 q=12 ∑ (xq / x) = 1,335.7 q=1 q=12 ∑ (xq / x) = 111.3 q=1 * Average price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) B. Peer Group and TSR Payout Once the average TSR for the Company during the Performance Period is calculated, the average TSR for each company in the Peer Group shall be calculated. The Peer Group shall consist of the following companies (including KBR, Inc.): BAE Systems plc Xxxxxx Solutions Inc. Booz Xxxxx Xxxxxxxx Holding Corporation L3Harris Technologies, Inc. CACI International Inc Leidos Holdings, Inc. Conduent Incorporated Xxxxxxx Corporation Dover Corporation Science Applications International Corporation Flowserve Corporation Teradata Corporation Fluor Corporation Tetra Tech, Inc. Gartner, Inc. Textron Inc. Xxxxxxx Incorporated The Timken Company Huntington Xxxxxxx Industries, Inc. No company shall be added to, or removed from, the Peer Group during the Performance Period, except that a company shall be removed from the Peer Group if during such period (i) such company ceases to maintain publicly available statements of operations prepared in accordance with GAAP, (ii) such company is not the surviving entity in any merger, consolidation, or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly owned entity of such company), or (iii) such company sells, leases, or exchanges all or substantially all of its assets to any other person or entity (other than a previously wholly owned entity of such company). If one or more Peer Group companies are removed from the Peer Group, then the percentiles and TSR payouts will adjust for the change in “n” of the formula provided below; provided, however, that the adjustment must require at least a 90.0 percentile to receive the maximum TSR payout and at least a 20.0 percentile to receive the threshold TSR payout. After the average TSR is determined for the Company and each company in the Peer Group, the Company’s average TSR rank among the average TSRs for the Peer Group for the Performance Period and the Company’s applicable “TSR Payout Percentage” shall be determined by the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) TSR Peer Group Percentile and TSR Payout Percentage Table Threshold Target Maximum Percentile <20% 20% 50% ≥90% TSR Payout Percentage 0% 25% 100% 200% LTI TSR Calculation Method Ranking Percentile * TSR Payout Percentage** 1 100.0% 200.0% Maximum 2 94.7% 200.0% 3 89.5% 198.8% 4 84.2% 185.5% 5 78.9% 172.3% 6 73.7% 159.3% 7 68.4% 146.0% 8 63.2% 133.0% 9 57.9% 119.8% Target 10 52.6% 106.5% 11 47.4% 93.5% 12 42.1% 80.3% 13 36.8% 67.0% 14 31.6% 54.0% 15 26.3% 40.8% Threshold 16 21.1% 27.8% 17 15.8% 0.0% 18 10.5% 0.0% 19 5.3% 0.0% 20 0.0% 0.0% * Rounded to 1 decimal place. ** For a Percentile ranking between Threshold and Target or Target and Maximum, the TSR Payout Percentage earned shall be determined by linear interpolation between maximum and threshold based on the Percentile ranking achieved. Rounded to 1 decimal place. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) Percentile for TSR purposes Percentile = (n - r) * 100% (n - 1) where: n = number of Peer Group companies (including KBR) r = KBR ranking in the list of companies (including KBR) Example 1 Example 3 KBR ranked 3rd out of 20 companies KBR ranked 5th out of 19 companies (20 - 3) * 100% = 89.5% (19 - 5) * 100% = 77.8% (20 - 1) (19 - 1) Example 2 Example 4 KBR ranked 11th out of 20 companies KBR ranked 9th out of 18 companies (20 - 11) * 100% = 47.4% (18 - 9) * 100% = 52.9% (20 - 1) (18 - 1) The TSR Payout Percentage and related payout shall be subject to reduction as provided in Paragraph 3 of the Agreement. Notwithstanding any of the foregoing, (a) unless otherwise provided in an agreement pursuant to Paragraph 14 of the Agreement, the TSR Payout Percentage shall equal 200% for payment in connection with a Double Trigger Event as provided in Paragraph 2(d) of the Agreement, and (b) if on the Grant Date you are an employee of the Company or any employing Subsidiary of the Company who is either the Company’s Chief Executive Officer or a direct report to the Company’s Chief Executive Officer, if such direct report is an officer of the Company required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934 and the Company’s average TSR (as determined pursuant to Part II.A. of this Exhibit A) at the end of the Performance Period is negative (i.e., an index below 100), then no payment hereunder with respect to the TSR performance measure will exceed the Target (100%) payout under the TSR Peer Group Percentile and TSR Payout Percentage Table above; provided, however, that this clause (b) shall not apply if, pursuant to the first sentence of Paragraph 2(d) of the Agreement, your outstanding Performance Units become fully vested at the maximum earned percentage provided in Exhibit A (200%) upon a Double Trigger Event occurring during the Performance Period. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) III. Book-to-Xxxx
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Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCKCASH ONLY) (EXHIBIT A) 2024 TSR Formula - Sustained Performance q=12 Average indexed performance = ∑ (xq / x) q=1 where: x = share price at beginning of calendar year in which the applicable calendar quarter occurs (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days preceding the beginning of such calendar year) xq = closing share price at the end of each quarter (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days of such calendar quarter, and adjusted for dividends paid (where the dividend payment date is the ex-dividend date)) q = quarter number (1 through 12) Example 1: Date Share price * Index (x) (xq / x) 1/1/2024 $ 20.00 3/31/2024 $ 22.00 110.0 6/30/2024 $ 24.00 120.0 9/30/2024 $ 21.00 105.0 12/31/2024 $ 20.00 100.0 3/31/2025 $ 18.00 90.0 6/30/2025 $ 22.00 110.0 9/30/2025 $ 25.00 125.0 12/31/2025 $ 28.00 140.0 3/31/2026 $ 31.00 110.7 6/30/2026 $ 33.00 117.9 9/30/2026 $ 30.00 107.1 12/31/2026 $ 28.00 100.0 q=12 ∑ (xq / x) = 1,335.7 q=1 q=12 ∑ (xq / x) = 111.3 q=1 * Average price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date. US/INTERNATIONAL EMPLOYEE (CASH/STOCKCASH ONLY) (EXHIBIT A) B. Peer Group and TSR Payout Once the average TSR for the Company during the Performance Period is calculated, the average TSR for each company in the Peer Group shall be calculated. The Peer Group shall consist of the following companies (including KBR, Inc.): BAE Systems plc Xxxxxx Solutions Inc. Booz Xxxxx Xxxxxxxx Holding Corporation L3Harris Technologies, Inc. CACI International Inc Leidos Holdings, Inc. Conduent Incorporated Xxxxxxx Corporation Dover Corporation Science Applications International Corporation Flowserve Corporation Teradata Corporation Fluor Corporation Tetra Tech, Inc. Gartner, Inc. Textron Inc. Xxxxxxx Incorporated The Timken Company Huntington Xxxxxxx Industries, Inc. No company shall be added to, or removed from, the Peer Group during the Performance Period, except that a company shall be removed from the Peer Group if during such period (i) such company ceases to maintain publicly available statements of operations prepared in accordance with GAAP, (ii) such company is not the surviving entity in any merger, consolidation, or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly owned entity of such company), or (iii) such company sells, leases, or exchanges all or substantially all of its assets to any other person or entity (other than a previously wholly owned entity of such company). If one or more Peer Group companies are removed from the Peer Group, then the percentiles and TSR payouts will adjust for the change in “n” of the formula provided below; provided, however, that the adjustment must require at least a 90.0 percentile to receive the maximum TSR payout and at least a 20.0 percentile to receive the threshold TSR payout. After the average TSR is determined for the Company and each company in the Peer Group, the Company’s average TSR rank among the average TSRs for the Peer Group for the Performance Period and the Company’s applicable “TSR Payout Percentage” payout percentage shall be determined by the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCKCASH ONLY) (EXHIBIT A) TSR Peer Group Percentile and TSR Payout Percentage Table Threshold Target Maximum Percentile <20% 20% 50% ≥90% TSR Payout Percentage 0% 25% 100% 200% LTI TSR Calculation Method Ranking Percentile * TSR Payout Percentage** 1 100.0% 200.0% Maximum 2 94.7% 200.0% 3 89.5% 198.8% 4 84.2% 185.5% 5 78.9% 172.3% 6 73.7% 159.3% 7 68.4% 146.0% 8 63.2% 133.0% 9 57.9% 119.8% Target 10 52.6% 106.5% 11 47.4% 93.5% 12 42.1% 80.3% 13 36.8% 67.0% 14 31.6% 54.0% 15 26.3% 40.8% Threshold 16 21.1% 27.8% 17 15.8% 0.0% 18 10.5% 0.0% 19 5.3% 0.0% 20 0.0% 0.0% * Rounded to 1 decimal place. ** For a Percentile ranking between Threshold and Target or Target and Maximum, the TSR Payout Percentage earned shall be determined by linear interpolation between maximum and threshold based on the Percentile ranking achieved. Rounded to 1 decimal place. US/INTERNATIONAL EMPLOYEE (CASH/STOCKCASH ONLY) (EXHIBIT A) Percentile for TSR purposes Percentile = (n - r) * 100% (n - 1) where: n = number of Peer Group companies (including KBR) r = KBR ranking in the list of companies (including KBR) Example 1 Example 3 KBR ranked 3rd out of 20 companies KBR ranked 5th out of 19 companies (20 - 3) * 100% = 89.5% (19 - 5) * 100% = 77.8% (20 - 1) (19 - 1) Example 2 Example 4 KBR ranked 11th out of 20 companies KBR ranked 9th out of 18 companies (20 - 11) * 100% = 47.4% (18 - 9) * 100% = 52.9% (20 - 1) (18 - 1) The TSR Payout Percentage and related payout shall be subject to reduction as provided in Paragraph 3 of the Agreement. Notwithstanding any of the foregoingforegoing or Part IV. of this Exhibit A, (a) unless otherwise provided in an agreement pursuant to Paragraph 14 of the Agreement, the TSR Payout Percentage shall equal 200% for payment in connection with a Double Trigger Event as provided in Paragraph 2(d) of the Agreement, and (b) if on the Grant Date you are an employee of the Company or any employing Subsidiary of the Company who is either the Company’s Chief Executive Officer CEO or a direct report to the Company’s Chief Executive Officer, if such direct report is an officer of the Company required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934 CEO and the Company’s average TSR (as determined pursuant to Part II.A. of this Exhibit A) at the end of the Performance Period is negative (i.e., an index below 100), then no payment hereunder with respect to the TSR performance measure will exceed the Target (100%) payout under the TSR Peer Group Percentile and TSR Payout Percentage Table above; provided, however, that this clause (b) sentence shall not apply if, pursuant to the first sentence of Paragraph 2(d) of the Agreement, your outstanding Performance Units become fully vested at the maximum earned percentage provided in Exhibit A (200%) upon a Double Trigger Event occurring during the Performance Period. US/INTERNATIONAL EMPLOYEE (CASH/STOCKCASH ONLY) (EXHIBIT A) III. Book-to-XxxxBill The payment of a Performance Unit will be determined, in part, based on the Average Book-to-Bill Payout Ratio as determined under Part III. of this Exhibit A. For purposes of Part III. of this Exhibit A, the following terms shall have the following meanings:
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Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) 2024 2020 TSR Formula - Sustained Performance q=12 Average indexed performance = ∑ (xq / x) q=1 where: x = share price at beginning of calendar year in which the applicable calendar quarter occurs (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days preceding the beginning of such calendar year) xq = closing share price at the end of each quarter (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days of such calendar quarter, and adjusted for dividends paid (where the dividend payment date is the ex-dividend date)) q = quarter number (1 through 12) Example 1: Date Share price * Index (x) (xq / x) 1/1/2024 $ 1/1/2020 $20.00 3/31/2024 $ 3/31/2020 $22.00 110.0 6/30/2024 $ 6/30/2020 $24.00 120.0 9/30/2024 $ 9/30/2020 $21.00 105.0 12/31/2024 $ 12/31/2020 $20.00 100.0 3/31/2025 $ 3/31/2021 $18.00 90.0 6/30/2025 $ 6/30/2021 $22.00 110.0 9/30/2025 $ 9/30/2021 $25.00 125.0 12/31/2025 $ 12/31/2021 $28.00 140.0 3/31/2026 $ 3/31/2022 $31.00 110.7 6/30/2026 $ 6/30/2022 $33.00 117.9 9/30/2026 $ 9/30/2022 $30.00 107.1 12/31/2026 $ 12/31/2022 $28.00 100.0 q=12 ∑ (xq / x) = 1,335.7 q=1 q=12 ∑ (xq / x) = 111.3 q=1 * Average price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) B. Peer Group and TSR Payout Once the average TSR for the Company during the Performance Period is calculated, the average TSR for each company in the Peer Group shall be calculated. The Peer Group shall consist of the following companies (including KBR, Inc.): BAE Systems plc Xxxxxx Solutions AECOM Leidos Holdings, Inc. Booz Xxxxx Xxxxxxxx Holding Corporation L3Harris Technologies, Inc. ManTech International Corporation CACI International Inc Leidos HoldingsQuanta Services, Inc. Conduent Incorporated Xxxxxxx Corporation Dover Corporation EMCOR Group, Inc. Science Applications International Corporation Flowserve Corporation Teradata Corporation Fluor Corporation Tetra Tech, TechnipFMC plc Xxxxxx Engineering Group Inc. Gartner, Inc. Textron Inc. Xxxxxxx Incorporated The Timken Company Huntington Xxxxxxx IndustriesVectrus, Inc. No company shall be added to, or removed from, the Peer Group during the Performance Period, except that a company shall be removed from the Peer Group if during such period (i) such company ceases to maintain publicly available statements of operations prepared in accordance with GAAP, (ii) such company is not the surviving entity in any merger, consolidation, or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly owned entity of such company), or (iii) such company sells, leases, or exchanges all or substantially all of its assets to any other person or entity (other than a previously wholly owned entity of such company). If one or more Peer Group companies are removed from the Peer Group, then the percentiles and TSR payouts will adjust for the change in “n” of the formula provided below; provided, however, that the adjustment must require at least a 90.0 percentile to receive the maximum TSR payout and at least a 20.0 percentile to receive the threshold TSR payout. After the average TSR is determined for the Company and each company in the Peer Group, the Company’s average TSR rank among the average TSRs for the Peer Group for the Performance Period and the Company’s applicable “TSR Payout Percentage” shall be determined by the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) TSR Peer Group Percentile and TSR Payout Percentage Table Threshold Target Maximum Percentile <20% 20% 50% ≥90% TSR Payout Percentage 0% 25% 100% 200% LTI TSR Calculation Method Ranking Percentile * TSR Payout Percentage** 1 100.0100.0 % 200.0200.0 % Maximum 2 94.791.7 % 200.0200.0 % 3 89.583.3 % 198.8183.3 % 4 84.275.0 % 185.5162.5 % 5 78.966.7 % 172.3141.8 % 6 73.758.3 % 159.3120.8 % Target 7 68.450.0 % 146.0100.0 % 8 63.241.7 % 133.079.3 % 9 57.933.3 % 119.858.3 % Target Threshold 10 52.625.0 % 106.537.5 % 11 47.416.7 % 93.50.0 % 12 42.18.3 % 80.30.0 % 13 36.80.0 % 67.0% 14 31.6% 54.0% 15 26.3% 40.8% Threshold 16 21.1% 27.8% 17 15.8% 0.0% 18 10.5% 0.0% 19 5.3% 0.0% 20 0.0% 0.00.0 % * Rounded to 1 decimal place. .** For a Percentile ranking between Threshold and Target or Target and Maximum, the TSR Payout Percentage earned shall be determined by linear interpolation between maximum and threshold based on the Percentile ranking achieved. Rounded to 1 decimal place. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) Percentile for TSR purposes Percentile = (n - r) * 100% (n - 1) where: n = number of Peer Group companies (including KBR) r = KBR ranking in the list of companies (including KBR) Example 1 Example 3 KBR ranked 3rd out of 20 companies KBR ranked 5th out of 19 companies (20 - 3) * 100% = 89.5% (19 - 5) * 100% = 77.8% (20 - 1) (19 - 1) Example 2 Example 4 KBR ranked 11th out of 20 companies KBR ranked 9th out of 18 companies (20 - 11) * 100% = 47.4% (18 - 9) * 100% = 52.9% (20 - 1) (18 - 1) The TSR Payout Percentage and related payout shall be subject to reduction as provided in Paragraph 3 of the Agreement. Notwithstanding any of the foregoing, (a) unless otherwise provided in an agreement pursuant to Paragraph 14 of the Agreement, the TSR Payout Percentage shall equal 200% for payment in connection with a Double Trigger Event as provided in Paragraph 2(d) of the Agreement, and (b) if on the Grant Date you are an employee of the Company or any employing Subsidiary of the Company who is either the Company’s Chief Executive Officer or a direct report to the Company’s Chief Executive Officer, if such direct report is an officer of the Company required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934 and the Company’s average TSR (as determined pursuant to Part II.A. of this Exhibit A) at the end of the Performance Period is negative (i.e., an index below 100), then no payment hereunder with respect to the TSR performance measure will exceed the Target (100%) payout under the TSR Peer Group Percentile and TSR Payout Percentage Table above; provided, however, that this clause (b) shall not apply if, pursuant to the first sentence of Paragraph 2(d) of the Agreement, your outstanding Performance Units become fully vested at the maximum earned percentage provided in Exhibit A (200%) upon a Double Trigger Event occurring during the Performance Period. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) III. Book-to-Xxxx.
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Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCKCASH ONLY) (EXHIBIT A) 2024 2020 TSR Formula - Sustained Performance q=12 Average indexed performance = ∑ (xq / x) q=1 where: x = share price at beginning of calendar year in which the applicable calendar quarter occurs (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days preceding the beginning of such calendar year) xq = closing share price at the end of each quarter (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days of such calendar quarter, and adjusted for dividends paid (where the dividend payment date is the ex-dividend date)) q = quarter number (1 through 12) Example 1: Date Share price * Index (x) (xq / x) 1/1/2024 $ 1/1/2020 $20.00 3/31/2024 $ 3/31/2020 $22.00 110.0 6/30/2024 $ 6/30/2020 $24.00 120.0 9/30/2024 $ 9/30/2020 $21.00 105.0 12/31/2024 $ 12/31/2020 $20.00 100.0 3/31/2025 $ 3/31/2021 $18.00 90.0 6/30/2025 $ 6/30/2021 $22.00 110.0 9/30/2025 $ 9/30/2021 $25.00 125.0 12/31/2025 $ 12/31/2021 $28.00 140.0 3/31/2026 $ 3/31/2022 $31.00 110.7 6/30/2026 $ 6/30/2022 $33.00 117.9 9/30/2026 $ 9/30/2022 $30.00 107.1 12/31/2026 $ 12/31/2022 $28.00 100.0 q=12 ∑ (xq / x) = 1,335.7 q=1 q=12 ∑ (xq / x) = 111.3 q=1 * Average price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date. US/INTERNATIONAL EMPLOYEE (CASH/STOCKCASH ONLY) (EXHIBIT A) B. Peer Group and TSR Payout Once the average TSR for the Company during the Performance Period is calculated, the average TSR for each company in the Peer Group shall be calculated. The Peer Group shall consist of the following companies (including KBR, Inc.): BAE Systems plc Xxxxxx Solutions AECOM Leidos Holdings, Inc. Booz Xxxxx Xxxxxxxx Holding Corporation L3Harris Technologies, Inc. ManTech International Corporation CACI International Inc Leidos HoldingsQuanta Services, Inc. Conduent Incorporated Xxxxxxx Corporation Dover Corporation EMCOR Group, Inc. Science Applications International Corporation Flowserve Corporation Teradata Corporation Fluor Corporation Tetra Tech, TechnipFMC plc Xxxxxx Engineering Group Inc. Gartner, Inc. Textron Inc. Xxxxxxx Incorporated The Timken Company Huntington Xxxxxxx IndustriesVectrus, Inc. No company shall be added to, or removed from, the Peer Group during the Performance Period, except that a company shall be removed from the Peer Group if during such period (i) such company ceases to maintain publicly available statements of operations prepared in accordance with GAAP, (ii) such company is not the surviving entity in any merger, consolidation, or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly owned entity of such company), or (iii) such company sells, leases, or exchanges all or substantially all of its assets to any other person or entity (other than a previously wholly owned entity of such company). If one or more Peer Group companies are removed from the Peer Group, then the percentiles and TSR payouts will adjust for the change in “n” of the formula provided below; provided, however, that the adjustment must require at least a 90.0 percentile to receive the maximum TSR payout and at least a 20.0 percentile to receive the threshold TSR payout. After the average TSR is determined for the Company and each company in the Peer Group, the Company’s average TSR rank among the average TSRs for the Peer Group for the Performance Period and the Company’s applicable “TSR Payout Percentage” payout percentage shall be determined by the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCKCASH ONLY) (EXHIBIT A) TSR Peer Group Percentile and TSR Payout Percentage Table Threshold Target Maximum Percentile <20% 20% 50% ≥90% TSR Payout Percentage 0% 25% 100% 200% LTI TSR Calculation Method Ranking Percentile * TSR Payout Percentage** 1 100.0100.0 % 200.0200.0 % Maximum 2 94.791.7 % 200.0200.0 % 3 89.583.3 % 198.8183.3 % 4 84.275.0 % 185.5162.5 % 5 78.966.7 % 172.3141.8 % 6 73.758.3 % 159.3120.8 % Target 7 68.450.0 % 146.0100.0 % 8 63.241.7 % 133.079.3 % 9 57.933.3 % 119.858.3 % Target Threshold 10 52.625.0 % 106.537.5 % 11 47.416.7 % 93.50.0 % 12 42.18.3 % 80.30.0 % 13 36.80.0 % 67.0% 14 31.6% 54.0% 15 26.3% 40.8% Threshold 16 21.1% 27.8% 17 15.8% 0.0% 18 10.5% 0.0% 19 5.3% 0.0% 20 0.0% 0.00.0 % * Rounded to 1 decimal place. .** For a Percentile ranking between Threshold and Target or Target and Maximum, the TSR Payout Percentage percentage earned shall be determined by linear interpolation between maximum and threshold based on the Percentile ranking achieved. Rounded to 1 decimal place. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) Percentile for TSR purposes Percentile = (n - r) * 100% (n - 1) where: n = number of Peer Group companies (including KBR) r = KBR ranking in the list of companies (including KBR) Example 1 Example 3 KBR ranked 3rd out of 20 companies KBR ranked 5th out of 19 companies (20 - 3) * 100% = 89.5% (19 - 5) * 100% = 77.8% (20 - 1) (19 - 1) Example 2 Example 4 KBR ranked 11th out of 20 companies KBR ranked 9th out of 18 companies (20 - 11) * 100% = 47.4% (18 - 9) * 100% = 52.9% (20 - 1) (18 - 1) The TSR Payout Percentage and related payout shall be subject to reduction as provided in Paragraph 3 of the Agreement. Notwithstanding any of the foregoing, (a) unless otherwise provided in an agreement pursuant to Paragraph 14 of the Agreement, the TSR Payout Percentage shall equal 200% for payment in connection with a Double Trigger Event as provided in Paragraph 2(d) of the Agreement, and (b) if on the Grant Date you are an employee of the Company or any employing Subsidiary of the Company who is either the Company’s Chief Executive Officer or a direct report to the Company’s Chief Executive Officer, if such direct report is an officer of the Company required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934 and the Company’s average TSR (as determined pursuant to Part II.A. of this Exhibit A) at the end of the Performance Period is negative (i.e., an index below 100), then no payment hereunder with respect to the TSR performance measure will exceed the Target (100%) payout under the TSR Peer Group Percentile and TSR Payout Percentage Table above; provided, however, that this clause (b) shall not apply if, pursuant to the first sentence of Paragraph 2(d) of the Agreement, your outstanding Performance Units become fully vested at the maximum earned percentage provided in Exhibit A (200%) upon a Double Trigger Event occurring during the Performance Period. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) III. Book-to-Xxxx.
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Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCKCASH ONLY) (EXHIBIT A) 2024 2021 TSR Formula - Sustained Performance q=12 Average indexed performance = ∑ (xq / x) q=1 where: x = share price at beginning of calendar year in which the applicable calendar quarter occurs (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days preceding the beginning of such calendar year) xq = closing share price at the end of each quarter (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days of such calendar quarter, and adjusted for dividends paid (where the dividend payment date is the ex-dividend date)) q = quarter number (1 through 12) Example 1: Date Share price * Index (x) (xq / x) 1/1/2024 1/1/2021 $ 20.00 3/31/2024 3/31/2021 $ 22.00 110.0 6/30/2024 6/30/2021 $ 24.00 120.0 9/30/2024 9/30/2021 $ 21.00 105.0 12/31/2024 12/31/2021 $ 20.00 100.0 3/31/2025 3/31/2022 $ 18.00 90.0 6/30/2025 6/30/2022 $ 22.00 110.0 9/30/2025 9/30/2022 $ 25.00 125.0 12/31/2025 12/31/2022 $ 28.00 140.0 3/31/2026 3/31/2023 $ 31.00 110.7 6/30/2026 6/30/2023 $ 33.00 117.9 9/30/2026 9/30/2023 $ 30.00 107.1 12/31/2026 12/31/2023 $ 28.00 100.0 q=12 ∑ (xq / x) = 1,335.7 q=1 q=12 ∑ (xq / x) = 111.3 q=1 * Average price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date. US/INTERNATIONAL EMPLOYEE (CASH/STOCKCASH ONLY) (EXHIBIT A) B. Peer Group and TSR Payout Once the average TSR for the Company during the Performance Period is calculated, the average TSR for each company in the Peer Group shall be calculated. The Peer Group shall consist of the following companies (including KBR, Inc.): BAE Systems plc Xxxxxx Solutions Inc. Booz Xxxxx Xxxxxxxx Holding Corporation L3Harris Technologies, Inc. ManTech International Corporation CACI International Inc Leidos Holdings, Inc. Conduent Incorporated Xxxxxxx Corporation Dover Fluor Corporation Perspecta Inc. Xxxxxx Engineering Group Inc. Science Applications International Corporation Flowserve Corporation Teradata Corporation Fluor Corporation Tetra TechLeidos Holdings, Inc. Gartner, Inc. Textron Inc. Xxxxxxx Incorporated The Timken Company Huntington Xxxxxxx Industries, Inc. Inc Xxxxxx Xxxxxxxxxxx No company shall be added to, or removed from, the Peer Group during the Performance Period, except that a company shall be removed from the Peer Group if during such period (i) such company ceases to maintain publicly available statements of operations prepared in accordance with GAAP, (ii) such company is not the surviving entity in any merger, consolidation, or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly owned entity of such company), or (iii) such company sells, leases, or exchanges all or substantially all of its assets to any other person or entity (other than a previously wholly owned entity of such company). If one or more Peer Group companies are removed from the Peer Group, then the percentiles and TSR payouts will adjust for the change in “n” of the formula provided below; provided, however, that the adjustment must require at least a 90.0 percentile to receive the maximum TSR payout and at least a 20.0 percentile to receive the threshold TSR payout. After the average TSR is determined for the Company and each company in the Peer Group, the Company’s average TSR rank among the average TSRs for the Peer Group for the Performance Period and the Company’s applicable “TSR Payout Percentage” payout percentage shall be determined by the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCKCASH ONLY) (EXHIBIT A) TSR Peer Group Percentile and TSR Payout Percentage Table Threshold Target Maximum Percentile <20% 20% 50% ≥90% TSR Payout Percentage 0% 25% 100% 200% LTI TSR Calculation Method Ranking Percentile * TSR Payout Percentage** 1 100.0% 200.0% Maximum 2 94.790.0% 200.0% 3 89.580.0% 198.8175.0% 4 84.270.0% 185.5150.0% 5 78.960.0% 172.3125.0% Target 6 73.750.0% 159.3100.0% 7 68.440.0% 146.075.0% 8 63.230.0% 133.0% 9 57.9% 119.8% Target 10 52.6% 106.5% 11 47.4% 93.5% 12 42.1% 80.3% 13 36.8% 67.0% 14 31.6% 54.0% 15 26.3% 40.850.0% Threshold 16 21.19 20.0% 27.825.0% 17 15.810 10.0% 0.0% 18 10.5% 0.0% 19 5.3% 0.0% 20 11 0.0% 0.0% * Rounded to 1 decimal place. .** For a Percentile ranking between Threshold and Target or Target and Maximum, the TSR Payout Percentage percentage earned shall be determined by linear interpolation between maximum and threshold based on the Percentile ranking achieved. Rounded to 1 decimal place. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) Percentile for TSR purposes Percentile = (n - r) * 100% (n - 1) where: n = number of Peer Group companies (including KBR) r = KBR ranking in the list of companies (including KBR) Example 1 Example 3 KBR ranked 3rd out of 20 companies KBR ranked 5th out of 19 companies (20 - 3) * 100% = 89.5% (19 - 5) * 100% = 77.8% (20 - 1) (19 - 1) Example 2 Example 4 KBR ranked 11th out of 20 companies KBR ranked 9th out of 18 companies (20 - 11) * 100% = 47.4% (18 - 9) * 100% = 52.9% (20 - 1) (18 - 1) The TSR Payout Percentage and related payout shall be subject to reduction as provided in Paragraph 3 of the Agreement. Notwithstanding any of the foregoing, (a) unless otherwise provided in an agreement pursuant to Paragraph 14 of the Agreement, the TSR Payout Percentage shall equal 200% for payment in connection with a Double Trigger Event as provided in Paragraph 2(d) of the Agreement, and (b) if on the Grant Date you are an employee of the Company or any employing Subsidiary of the Company who is either the Company’s Chief Executive Officer or a direct report to the Company’s Chief Executive Officer, if such direct report is an officer of the Company required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934 and the Company’s average TSR (as determined pursuant to Part II.A. of this Exhibit A) at the end of the Performance Period is negative (i.e., an index below 100), then no payment hereunder with respect to the TSR performance measure will exceed the Target (100%) payout under the TSR Peer Group Percentile and TSR Payout Percentage Table above; provided, however, that this clause (b) shall not apply if, pursuant to the first sentence of Paragraph 2(d) of the Agreement, your outstanding Performance Units become fully vested at the maximum earned percentage provided in Exhibit A (200%) upon a Double Trigger Event occurring during the Performance Period. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) III. Book-to-Xxxx.
Appears in 1 contract
Average TSR. The average TSR for a company for the Performance Period shall be the sum of the TSRs of the company measured at the end of each calendar quarter during the Performance Period, divided by 12. The average TSR for a company during the Performance Period shall be calculated based on the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) 2024 2021 TSR Formula - Sustained Performance q=12 Average indexed performance = ∑ (xq / x) q=1 where: x = share price at beginning of calendar year in which the applicable calendar quarter occurs (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days preceding the beginning of such calendar year) xq = closing share price at the end of each quarter (measured by simple average of the closing prices of a share trading during regular trading hours for the last twenty trading days of such calendar quarter, and adjusted for dividends paid (where the dividend payment date is the ex-dividend date)) q = quarter number (1 through 12) Example 1: Date Share price * Index (x) (xq / x) 1/1/2024 1/1/2021 $ 20.00 3/31/2024 3/31/2021 $ 22.00 110.0 6/30/2024 6/30/2021 $ 24.00 120.0 9/30/2024 9/30/2021 $ 21.00 105.0 12/31/2024 12/31/2021 $ 20.00 100.0 3/31/2025 3/31/2022 $ 18.00 90.0 6/30/2025 6/30/2022 $ 22.00 110.0 9/30/2025 9/30/2022 $ 25.00 125.0 12/31/2025 12/31/2022 $ 28.00 140.0 3/31/2026 3/31/2023 $ 31.00 110.7 6/30/2026 6/30/2023 $ 33.00 117.9 9/30/2026 9/30/2023 $ 30.00 107.1 12/31/2026 12/31/2023 $ 28.00 100.0 q=12 ∑ (xq / x) = 1,335.7 q=1 q=12 ∑ (xq / x) = 111.3 q=1 * Average price adjusted for dividends paid in the period, where the dividend payment date is the ex-dividend date. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) B. Peer Group and TSR Payout Once the average TSR for the Company during the Performance Period is calculated, the average TSR for each company in the Peer Group shall be calculated. The Peer Group shall consist of the following companies (including KBR, Inc.): BAE Systems plc Xxxxxx Solutions Inc. Booz Xxxxx Xxxxxxxx Holding Corporation L3Harris Technologies, Inc. ManTech International Corporation CACI International Inc Leidos Holdings, Inc. Conduent Incorporated Xxxxxxx Corporation Dover Fluor Corporation Perspecta Inc. Xxxxxx Engineering Group Inc. Science Applications International Corporation Flowserve Corporation Teradata Corporation Fluor Corporation Tetra TechLeidos Holdings, Inc. Gartner, Inc. Textron Inc. Xxxxxxx Incorporated The Timken Company Huntington Xxxxxxx Industries, Inc. Inc Xxxxxx Xxxxxxxxxxx No company shall be added to, or removed from, the Peer Group during the Performance Period, except that a company shall be removed from the Peer Group if during such period (i) such company ceases to maintain publicly available statements of operations prepared in accordance with GAAP, (ii) such company is not the surviving entity in any merger, consolidation, or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly owned entity of such company), or (iii) such company sells, leases, or exchanges all or substantially all of its assets to any other person or entity (other than a previously wholly owned entity of such company). If one or more Peer Group companies are removed from the Peer Group, then the percentiles and TSR payouts will adjust for the change in “n” of the formula provided below; provided, however, that the adjustment must require at least a 90.0 percentile to receive the maximum TSR payout and at least a 20.0 percentile to receive the threshold TSR payout. After the average TSR is determined for the Company and each company in the Peer Group, the Company’s average TSR rank among the average TSRs for the Peer Group for the Performance Period and the Company’s applicable “TSR Payout Percentage” shall be determined by the following formula: US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) TSR Peer Group Percentile and TSR Payout Percentage Table Threshold Target Maximum Percentile <20% 20% 50% ≥90% TSR Payout Percentage 0% 25% 100% 200% LTI TSR Calculation Method Ranking Percentile * TSR Payout Percentage** 1 100.0% 200.0% Maximum 2 94.790.0% 200.0% 3 89.580.0% 198.8175.0% 4 84.270.0% 185.5150.0% 5 78.960.0% 172.3125.0% Target 6 73.750.0% 159.3100.0% 7 68.440.0% 146.075.0% 8 63.230.0% 133.0% 9 57.9% 119.8% Target 10 52.6% 106.5% 11 47.4% 93.5% 12 42.1% 80.3% 13 36.8% 67.0% 14 31.6% 54.0% 15 26.3% 40.850.0% Threshold 16 21.19 20.0% 27.825.0% 17 15.810 10.0% 0.0% 18 10.5% 0.0% 19 5.3% 0.0% 20 11 0.0% 0.0% * Rounded to 1 decimal place. .** For a Percentile ranking between Threshold and Target or Target and Maximum, the TSR Payout Percentage earned shall be determined by linear interpolation between maximum and threshold based on the Percentile ranking achieved. Rounded to 1 decimal place. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) Percentile for TSR purposes Percentile = (n - r) * 100% (n - 1) where: n = number of Peer Group companies (including KBR) r = KBR ranking in the list of companies (including KBR) Example 1 Example 3 KBR ranked 3rd out of 20 companies KBR ranked 5th out of 19 companies (20 - 3) * 100% = 89.5% (19 - 5) * 100% = 77.8% (20 - 1) (19 - 1) Example 2 Example 4 KBR ranked 11th out of 20 companies KBR ranked 9th out of 18 companies (20 - 11) * 100% = 47.4% (18 - 9) * 100% = 52.9% (20 - 1) (18 - 1) The TSR Payout Percentage and related payout shall be subject to reduction as provided in Paragraph 3 of the Agreement. Notwithstanding any of the foregoing, (a) unless otherwise provided in an agreement pursuant to Paragraph 14 of the Agreement, the TSR Payout Percentage shall equal 200% for payment in connection with a Double Trigger Event as provided in Paragraph 2(d) of the Agreement, and (b) if on the Grant Date you are an employee of the Company or any employing Subsidiary of the Company who is either the Company’s Chief Executive Officer or a direct report to the Company’s Chief Executive Officer, if such direct report is an officer of the Company required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934 and the Company’s average TSR (as determined pursuant to Part II.A. of this Exhibit A) at the end of the Performance Period is negative (i.e., an index below 100), then no payment hereunder with respect to the TSR performance measure will exceed the Target (100%) payout under the TSR Peer Group Percentile and TSR Payout Percentage Table above; provided, however, that this clause (b) shall not apply if, pursuant to the first sentence of Paragraph 2(d) of the Agreement, your outstanding Performance Units become fully vested at the maximum earned percentage provided in Exhibit A (200%) upon a Double Trigger Event occurring during the Performance Period. US/INTERNATIONAL EMPLOYEE (CASH/STOCK) (EXHIBIT A) III. Book-to-Xxxx.
Appears in 1 contract
