Award Summary. Entitlement to any payout of shares under this Paragraph 2 is dependent upon the achievement of performance goals, as established and determined by the Committee. a) In connection with this award of PSUs, the Committee shall establish one or more performance goals and the performance period for each goal, assign a weighting to each goal, and define “threshold,” “target” and “maximum” levels of achievement for each goal. b) Following the applicable performance period, the Committee shall review performance results and determine a payout factor with respect to each goal. If the Committee determines that a goal was achieved— (i) at the "target" level, then the payout factor with respect to that goal shall be one hundred percent (100%); (ii) at the "threshold" level, then the payout factor with respect to that goal shall be fifty percent (50%); (iii) at or above the "maximum" level, then the payout factor with respect to that goal shall be two hundred percent (200%); (iv) between the “threshold” and "target" levels, or between the “target” and “maximum” levels, then the payout factor with respect to that goal shall be between 50% and 100% or between 100% and 200%, respectively, in each case calculated on a linear basis; or (v) below the “threshold” level, then the payout factor with respect to that goal shall be zero (0%). c) The Committee shall aggregate the payout factors in accordance with their respective weightings to determine the “Vesting Percentage” applicable to this award. d) As of <<Vesting Date>> (the “Vesting Date”), if the Vesting Percentage is greater than zero, Employee shall become entitled to a number of shares of Common Stock equal to the number of PSUs awarded in Paragraph 1 above multiplied by the Vesting Percentage. Such shares shall be released as soon as practicable following the later of the Vesting Date or the date the Vesting Percentage is determined by the Committee, subject to applicable tax withholding as described in Paragraph 8 below. Notwithstanding the forgoing, in the event of a Change in Control, any outstanding PSUs (and any dividend equivalents with respect thereto) shall be treated pursuant to the terms of the Plan. If a PSU becomes Nonforfeitable after a Change in Control pursuant to Section 22(b) of the Plan, any performance goal based on return to Company shareholders or share price will be based on actual performance as of the date of the Change in Control. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.
Appears in 3 contracts
Samples: Performance Stock Unit Award Agreement (Xerox Corp), Performance Stock Unit Award Agreement (Xerox Corp), Performance Stock Unit Award Agreement (Xerox Corp)
Award Summary. Entitlement to any payout of shares under this Paragraph 2 is dependent upon the achievement of performance goals, as established and determined by the Committee.
a) In connection with this award of PSUs, the Committee shall establish one or more performance goals and the performance period for each goal, assign a weighting to each goal, and define “threshold,” “target” and “maximum” levels of achievement for each goal.
b) Following the applicable performance period, the Committee shall review performance results and determine a payout factor with respect to each goal. If the Committee determines that a goal was achieved—
(i) at the "target" level, then the payout factor with respect to that goal shall be one hundred percent (100%);
(ii) at the "threshold" level, then the payout factor with respect to that goal shall be fifty percent (50%);
(iii) at or above the "maximum" level, then the payout factor with respect to that goal shall be two hundred percent (200%);
(iv) between the “threshold” and "target" levels, or between the “target” and “maximum” levels, then the payout factor with respect to that goal shall be between 50% and 100% or between 100% and 200%, respectively, in each case calculated on a linear basis; or
(v) below the “threshold” level, then the payout factor with respect to that goal shall be zero (0%).
c) The Committee shall aggregate the payout factors in accordance with their respective weightings to determine the “Vesting Percentage” applicable to this award.
d) As of <<Vesting Date>> (the “Vesting Date”), if the Vesting Percentage is greater than zero, Employee shall become entitled payment of a cash amount equal to a the value of the number of shares of Common Stock equal to the number of PSUs awarded in Paragraph 1 above multiplied by the Vesting Percentage. Such shares cash amount shall be released paid as soon as practicable following the later of the Vesting Date or the date the Vesting Percentage is determined by the Committee, subject to applicable tax withholding as described in Paragraph 8 below. Notwithstanding the forgoing, in the event of a Change in Control, any outstanding PSUs (and any dividend equivalents with respect thereto) shall be treated pursuant to the terms of the Plan. If a PSU becomes Nonforfeitable after a Change in Control pursuant to Section 22(b) of the Plan, any performance goal based on return to Company shareholders or share price will be based on actual performance as of the date of the Change in Control. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.
Appears in 3 contracts
Samples: Performance Stock Unit Award Agreement (Xerox Corp), Performance Stock Unit Award Agreement (Xerox Corp), Performance Stock Unit Award Agreement (Xerox Corp)
Award Summary. Entitlement to any payout of shares under this Paragraph 2 is dependent upon the achievement of performance goals, as established and determined by the Committee.
a) In connection with this award of PSUs, the Committee shall establish one or more performance goals and the performance period for each goal, assign a weighting to each goal, and define “threshold,” “target” and “maximum” levels of achievement for each goal.
b) Following the applicable performance period, the Committee shall review performance results and determine a payout factor with respect to each goal. If the Committee determines that a goal was achieved—
(i) at the "target" level, then the payout factor with respect to that goal shall be one hundred percent (100%);
(ii) at the "threshold" level, then the payout factor with respect to that goal shall be fifty percent (50%);
(iii) at or above the "maximum" level, then the payout factor with respect to that goal shall be two hundred percent (200%);
(iv) between the “threshold” and "target" levels, or between the “target” and “maximum” levels, then the payout factor with respect to that goal shall be between 50% and 100% or between 100% and 200%, respectively, in each case calculated on a linear basis; or
(v) below the “threshold” level, then the payout factor with respect to that goal shall be zero (0%).
c) The Committee shall aggregate the payout factors in accordance with their respective weightings to determine the “Vesting Percentage” applicable to this award.
d) As of <<Vesting Date>> (the “Vesting Date”), if the Vesting Percentage is greater than zero, Employee shall become entitled to a number of shares of Common Stock equal to the number of PSUs awarded in Paragraph 1 above multiplied by the Vesting Percentage. Such shares shall be released as soon as practicable following the later of the Vesting Date or the date the Vesting Percentage is determined by the Committee, subject to applicable tax withholding as described in Paragraph 8 10 below. Notwithstanding the forgoing, in the event of a Change in Control, any outstanding PSUs (and any dividend equivalents with respect thereto) shall be treated pursuant to the terms of the Plan. If a PSU becomes Nonforfeitable after a Change in Control pursuant to Section 22(b) of the Plan, any performance goal based on return to Company shareholders or share price will be based on actual performance as of the date of the Change in Control. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.
Appears in 3 contracts
Samples: Performance Stock Unit Award Agreement (Xerox Corp), Performance Stock Unit Award Agreement (Xerox Corp), Performance Stock Unit Award Agreement (Xerox Corp)
Award Summary. Entitlement to any payout of shares under this Paragraph 2 is dependent upon the achievement of performance goals, as established and determined by the Committee.
a) In connection with this award of PSUs, the Committee shall establish one or more performance goals and the performance period for each goal, assign a weighting to each goal, and define “threshold,” “target” and “maximum” levels of achievement for each goal.
b) Following the applicable performance period, the Committee shall review performance results and determine a payout factor with respect to each goal. If the Committee determines that a goal was achieved—
(i) at the "target" level, then the payout factor with respect to that goal shall be one hundred percent (100%);
(ii) at the "threshold" level, then the payout factor with respect to that goal shall be fifty percent (50%);
(iii) at or above the "maximum" level, then the payout factor with respect to that goal shall be two hundred percent (200%);
(iv) between the “threshold” and "target" levels, or between the “target” and “maximum” levels, then the payout factor with respect to that goal shall be between 50% and 100% or between 100% and 200%, respectively, in each case calculated on a linear basis; or
(v) below the “threshold” level, then the payout factor with respect to that goal shall be zero (0%).
c) The Committee shall aggregate the payout factors in accordance with their respective weightings to determine the “Vesting Percentage” applicable to this award.
d) As of <<Vesting Date>> ###CF_EE_GRANT_GRANT/ AWARD USER CODE 1### (the “Vesting Date”), if the Vesting Percentage is greater than zero, Employee shall become entitled to a number of shares of Common Stock equal to the number of PSUs awarded in Paragraph 1 above multiplied by the Vesting Percentage. Such shares shall be released as soon as practicable following the later of the Vesting Date or the date the Vesting Percentage is determined by the Committee, subject to applicable tax withholding as described in Paragraph 8 10 below. Notwithstanding the forgoing, in the event of a Change in Control, any outstanding PSUs (and any dividend equivalents with respect thereto) shall be treated pursuant to the terms of the Plan. If a PSU becomes Nonforfeitable after a Change in Control pursuant to Section 22(b) of the Plan, any performance goal based on return to Company shareholders or share price will be based on actual performance as of the date of the Change in Control. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.
Appears in 1 contract
Samples: Eltip Performance Stock Unit Award Agreement (Xerox Corp)