Common use of Committee Determination and Discretion to Reduce Payout Amount Clause in Contracts

Committee Determination and Discretion to Reduce Payout Amount. The Committee shall determine and certify the extent to which the requisite TSR level has been met following the end of the Performance Period, whether the Performance Share Units have been earned and vested hereunder and the number of Shares to be distributed in respect of vested Performance Share Units, if any. Prior to the date on which Shares are distributed in respect of vested Performance Share Units, the Committee may use negative discretion to reduce the number of Shares issued for each vested Performance Share Unit from the amount calculated under the any of the previous provisions of this Section 2. The Committee’s determinations shall be binding and conclusive on all parties. Performance Share Units shall not be deemed to have been earned and vested, and shares of Common Stock to be distributed will not be earned or distributed, until the Committee determination and certification as to the attainment of the achievement levels. The Committee may not exercise discretion to increase the amount earned or vested and/or the number of Shares otherwise due based on the extent to which the achievement levels for the Performance Period are met.

Committee Determination and Discretion to Reduce Payout Amount. The Committee shall determine and certify the extent to which the requisite TSR and OGR level has been met following the end of the Performance Period, whether the Performance Share Units have been earned and vested hereunder and the number of Shares to be distributed in respect of vested Performance Share Units, if any. Prior to the date on which Shares are distributed in respect of vested Performance Share Units, the Committee may use negative discretion to reduce the number of Shares issued for each vested Performance Share Unit from the amount calculated under the any of the previous provisions of this Section 2. The Committee’s determinations shall be binding and conclusive on all parties. Performance Share Units shall not be deemed to have been earned and vested, and shares of Common Stock to be distributed will not be earned or distributed, until the Committee determination and certification as to the attainment of the achievement levels. The Committee may not exercise discretion to increase the amount earned or vested and/or the number of Shares otherwise due based on the extent to which the achievement levels for the Performance Period are met.

Committee Determination and Discretion to Reduce Payout Amount. The Committee shall determine and certify the extent to which the requisite TSR Adjusted EPS level has been met following the end of the Performance Period, whether the Performance Share Units have been earned and vested hereunder and the number of Shares Payout Amount to be distributed in with respect of to vested Performance Share Units, if any. Prior to the date on which Shares amounts are distributed in respect of vested Performance Share Units, the Committee may use negative discretion to reduce the number of Shares issued Payout Amount for each vested Performance Share Unit from the amount calculated under the any of the previous provisions of this Section (2). The Committee’s 's determinations shall be binding and conclusive on all parties. Performance Share Units shall not be deemed to have been earned and vested, and cash or shares of Common Stock to be distributed and vesting will not be earned or distributed, until the Committee determination and certification as to the attainment of the achievement levels. The Committee may not exercise discretion to increase the amount earned or vested and/or the number of Shares Payout Amount otherwise due based on the extent to which the achievement levels for the Performance Period are met.