Committee Methodology Sample Clauses
The Committee Methodology clause defines the procedures and standards that a committee must follow when making decisions or conducting its work. Typically, this clause outlines how meetings are called, how decisions are reached (such as by majority vote or consensus), and the roles and responsibilities of committee members. By establishing clear rules for committee operations, this clause ensures consistency, transparency, and fairness in the committee’s actions, thereby reducing the risk of disputes or misunderstandings about how decisions are made.
Committee Methodology. For purposes of determining the number of shares of Common Stock issuable to the Employee in respect of the Earned Performance Shares, the Committee shall:
(a) Calculate the Total Shareholder Return for the Company and each company in the Peer Group for the Performance Period.
(b) Rank the Company and each member of the Peer Group based on Total Shareholder Return with the company having the highest Total Shareholder Return ranking in the first position and the company with the lowest Total Shareholder Return ranking in the tenth position.
(c) Determine the number of Earned Performance Shares by multiplying the Employee’s Target Amount by the Payout Multiplier in the Ten Company Payout Schedule below: Notwithstanding the calculations described in clause (c) above, in the event the Total Shareholder Return for the Company is (I) less than 0%, the Payout Multiplier applied in clause (c) shall not exceed 1.00 or (II) greater than or equal to 20%, the Payout Multiplier applied in clause (c) shall not be less than 1.00. If any calculation with respect to the Earned Performance Shares would result in a fractional share, the number of shares of Common Stock to be issued shall be rounded up to the nearest whole share.
Committee Methodology. For purposes of determining the number of shares of Common Stock issuable to the Employee in respect of the Earned Performance Shares, the Committee shall:
(a) Calculate the Total Shareholder Return for the Company and each company in the Peer Group for the applicable Performance Period.
(b) Rank the Company and each member of the Peer Group based on Total Shareholder Return with the company having the highest Total Shareholder Return ranking in the first position and the company with the lowest Total Shareholder Return ranking in the ninth position.
(c) Determine the number of Earned Performance Shares based on the Eight Peer Company Payout Schedule below:
(d) Multiply the Employee’s Target Amount by the Payout Multiplier. Notwithstanding the calculations described in clauses (c) and (d) above, in the event the Total Shareholder Return for the Company as calculated in clause (a) above is (I) less than 0%, the Payout Multiplier applied in clause (d) shall not exceed 1.00, and (II) greater than or equal to 20%, the Payout Multiplier applied in clause (d) shall not be less than 1.00. If any calculation with respect to the Earned Performance Shares would result in a fractional share, the number of shares of Common Stock to be issued shall be rounded up to the nearest whole share.
Committee Methodology. The RSUs and Target RSUs shall be trifurcated into three equal parts, with one-third being allocated to each Performance Period (to avoid partial shares, the portion of RSUs and Target RSUs allocated to a specific Performance Period shall be reduced to the nearest whole number, with the excess rolling forward into the next sequentially ordered Performance Period). The Committee shall calculate the number of Earned RSU’s applicable to each Performance Period as soon as reasonably practicable following expiration of the applicable Performance Period and issuance of the Company’s audited financial statements for the applicable Performance Period, and in all events as soon as practicable in order to determine the number of Earned RSU’s existing on the Vesting Date. Subject to Exhibit C, for the applicable Performance Period, the Committee shall calculate the number of Earned RSUs for such Performance Period as follows:
i. Performance Period I: Multiply the number of Target RSUs allocable to Performance Period I by the Multiplier in the FCF Chart below, with such answer being the Earned RSUs for the Performance Period I. To the extent the number of RSUs allocated to Performance Period I exceed the Earned RSU’s for Performance Period I, such excess RSUs shall be immediately and automatically forfeited.
Committee Methodology. Subject to Exhibit C, for purposes of determining the number of RSUs that vest, the Committee shall:
(a) Calculate the Cumulative EBITDA for the Company during the Performance Period.
(b) Determine the Payout Multiplier to be utilized in determining the number of RSUs that vest, and thus the number of shares of Common Stock to be issued to the Grantee, based on the Payout Schedule below: 2 Insert number of Target RSUs (i.e., the number of RSUs that would vest if the Payout Multiplier were 1.0).
(c) Determine the number of RSUs that vest, and thus the number of shares of Common Stock to be issued to Grantee, by multiplying the number of Target RSUs by the Payout Multiplier.
(d) If any calculation with respect to the number of RSUs that vest, and thus the number of shares of Common Stock to be issued hereunder would result in a fractional share, the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share.
Committee Methodology. The RSUs and Target RSUs shall be trifurcated into three equal parts, with one-third being allocated to each Performance Period (to avoid partial shares, the portion of RSUs and Target RSUs allocated to a specific Performance Period shall be reduced to the nearest whole number, with the excess rolling forward into the next sequentially ordered Performance Period). The Committee shall calculate the number of Earned RSU’s applicable to each Performance Period as soon as reasonable practicable following expiration of the applicable Performance Period, and in all events as soon as practicable in order to determine the number of Earned RSU’s existing on the Vesting Date. Subject to Exhibit C, for purposes of determining the number of Earned RSUs for a particular Performance Period, the Committee shall:
(a) Calculate the Total Shareholder Return for the Company and each member of the Peer Group for the Performance Period.
(b) Rank the Company and each member of the Peer Group based on Total Shareholder Return with the entity having the highest Total Shareholder Return ranking in the first position and the entity with the lowest Total Shareholder Return ranking in the ninth position.
(c) Determine the Payout Multiplier to be utilized in determining the number of RSUs that vest, and thus the number of shares of Common Stock to be issued to the Grantee based on the Payout Schedule below: Eight Company Payout Schedule Company Ranking Payout Multiplier 1 2.00 2 2.00 3 1.67 4 1.33 5 1.00 6 0.67 7 0.33 8 0.00 9 0.00
(d) For the applicable Performance Period, calculate the number of Earned RSUs for such Performance Period as follows:
i. Performance Period I: Multiply the number of Target RSUs allocable to Performance Period I by the Multiplier in the chart above, with such answer being the Earned RSUs for the Performance Period I. To the extent the number of RSUs allocated to Performance Period I exceed the Earned RSU’s for Performance Period I, such excess RSUs shall be immediately and automatically forfeited.
ii. Performance Period II: Multiply the number of Target RSUs allocable to Performance Period II by the Multiplier in the chart above, with such answer being the Earned RSUs for the Performance Period II. To the extent the number of RSUs allocated to Performance Period II exceed the Earned RSU’s for Performance Period II, such excess RSUs shall be immediately and automatically forfeited.
Committee Methodology. The RSUs and Target RSUs shall be trifurcated into three equal parts, with one-third being allocated to each Performance Period (to avoid partial shares, the portion of RSUs and Target RSUs allocated to a specific Performance Period shall be reduced to the nearest whole number, with the excess rolling forward into the next sequentially ordered Performance Period). The Committee shall calculate the number of Earned RSU’s applicable to each Performance Period as soon as reasonable practicable following expiration of the applicable Performance Period, and in all events as soon as practicable in order to determine the number of Earned RSU’s existing on the Vesting Date. Subject to Exhibit C, for purposes of determining the number of Earned RSUs for a particular Performance Period, the Committee shall: (a) Calculate the Total Shareholder Return for the Company and each member of the Peer Group for the Performance Period. 1 HOU:3760738.2
(b) Rank the Company and each member of the Peer Group based on Total Shareholder Return with the entity having the highest Total Shareholder Return ranking in the first position and the entity with the lowest Total Shareholder Return ranking in the ninth position.
(c) Determine the Payout Multiplier to be utilized in determining the number of RSUs that vest, and thus the number of shares of Common Stock to be issued to the Grantee based on the Payout Schedule below: Eight Company Payout Schedule Company Ranking Payout Multiplier 1 2.00 2 2.00 3 1.67 4 1.33 5 1.00 6 0.67 7 0.33 8 0.00 9 0.00 (d) For the applicable Performance Period, calculate the number of Earned RSUs for such Performance Period as follows: i. .
Committee Methodology. For purposes of determining the number of shares of Common Stock issuable to the Employee in respect of the Earned Performance Shares, the Committee shall:
a. Calculate the Total Shareholder Return for the Company and each company in the Peer Group for the applicable Performance Period.
b. Rank the Company and each member of the Peer Group based on Total Shareholder Return with the company having the highest Total Shareholder Return ranking in the first position and the company with the lowest Total Shareholder Return ranking in the tenth position.
c. Determine the number of Earned Performance Shares by multiplying the Employee’s Target Amount by the Payout Multiplier in the Ten Company Payout Schedule below: Ten Company Payout Schedule Company Ranking Payout Multiplier 1 2.00 2 1.75 3 1.50 4 1.25 5 1.00 6 1.00 7 0.75 8 0.50 9 0.25 Notwithstanding the calculations described in clause (c) above, in the event the Total Shareholder Return for the Company is (I) less than 0%, the Payout Multiplier applied in clause (c) shall not exceed 1.00 or (II) greater than or equal to 20%, the Payout Multiplier applied in clause (c) shall not be less than 1.00. If any calculation with respect to the Earned Performance Shares would result in a fractional share, the number of shares of Common Stock to be issued shall be rounded up to the nearest whole share.
Committee Methodology. For purposes of determining the number of shares of Common Stock issuable to the Employee in respect of the Earned Performance Shares, the Committee shall:
(a) Calculate the Total Shareholder Return for the Company and each company in the Peer Group for the applicable Performance Period.
(b) Rank the Company and each member of the Peer Group based on Total Shareholder Return with the company having the highest Total Shareholder Return ranking in the first position and the company with the lowest Total Shareholder Return ranking in the eighth position.
(c) Determine the number of Earned Performance Shares based on the Eight Company Payout Schedule below:
(d) Multiply the Employee’s Target Amount by the Payout Multiplier. If any calculation with respect to the Earned Performance Shares would result in a fractional share, the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share.
Committee Methodology. Subject to Exhibit C, for purposes of determining the number of RSUs that vest, the Committee shall: 2 Insert number of Target RSUs (i.e., the number of RSUs that would vest if the Payout Multiplier were 1.0).
(a) Calculate the Total Shareholder Return for the Company and each member of the Peer Group for the Performance Period.
(b) Rank the Company and each member of the Peer Group based on Total Shareholder Return with the entity having the highest Total Shareholder Return ranking in the first position and the entity with the lowest Total Shareholder Return ranking in the ninth position.
(c) Determine the Payout Multiplier to be utilized in determining the number of RSUs that vest, and thus the number of shares of Common Stock to be issued to the Grantee based on the Payout Schedule below: 1 2.00 2 2.00 3 2.00 4 1.50 5 1.00 6 0.75 7 0.50 8 0.25 9 0.00
(d) Determine the number of RSUs that vest, and thus the number of shares of Common Stock to be issued to Grantee, by multiplying the number of Target RSUs by the Payout Multiplier.
(e) If any calculation with respect to the number of RSUs that vest, and thus the number of shares of Common Stock to be issued hereunder would result in a fractional share, the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share.
Committee Methodology. The RSUs and Target RSUs shall be trifurcated into three equal parts, with one-third being allocated to each Performance Period (to avoid partial shares, the portion of RSUs and Target RSUs allocated to a specific Performance Period shall be reduced to the nearest whole number, with the excess rolling forward into the next sequentially ordered Performance Period). The Committee shall calculate the number of Earned RSU’s applicable to each Performance Period as soon as reasonably practicable following expiration of the applicable Performance Period, and in all events as soon as practicable in order to determine the number of Earned RSU’s existing on the Vesting Date. Subject to Exhibit C, for purposes of determining the number of Earned RSUs for a particular Performance Period, the Committee shall: (a) Calculate the Total Shareholder Return for the Company and each member of the Peer Group for the Performance Period. 7 HOU:3760738.2