Common use of Compensation Determination and Certification Clause in Contracts

Compensation Determination and Certification. As soon as practicable following the end of the Performance Period and, if applicable, the completion of the independent auditor’s report for the last year of the Performance Period, but in no event later than March 15 of the year following the end of the Performance Period, the Compensation Committee shall determine (i) the extent to which the Performance Targets for Performance Criteria are achieved, (ii) the Payout Percentages for each of the Performance Criteria and (iii) the number of Performance Awards (including any Performance Awards credited as dividend equivalents thereon) that have been earned, which determinations shall be made in accordance with Sections 7(b)(i) and 7(b)(iii), if applicable. For levels of achievement between target and zero and target and the maximum, the Compensation Committee shall determine the Payout Percentage by interpolation, to the extent not otherwise expressly set forth in subsection A, B, C or D of Exhibit A.