Corporate Performance Conditions Sample Clauses

Corporate Performance Conditions. The Grant is subject to the following corporate performance conditions.
Sample 1
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Corporate Performance Conditions. The 2012 Performance Units are subject to the corporate performance conditions set forth in this Section 3. Final Award determination by the Committee pursuant to Section 5 requires the calculation of the “Final Potential Payout Percentage,” the “Corporate Performance Factor,” and the “Calculated Maximum Potential Payout Amount,” as defined in Sections 14.27, 14.20 and 14.10, respectively. Final Award calculation pursuant to Section 6 of the Agreement, if applicable, requires the calculation of the Change of Control Payout Percentage and the calculated Final Award as set forth in that section of the Agreement. The Corporate Performance Factor represents the maximum potential payout percentage for a Final Award determined by the Compensation Committee pursuant to Section 5. Section 5 provides further detail on the calculation of the Final Potential Payout Percentage and the calculation of the Calculated Maximum Potential Payout Amount from the Final Potential Payout Percentage and the Target Share Units in varying circumstances to determine the maximum final award that Grantee may be eligible to receive upon award determination by the Compensation Committee in the circumstances. Section 6 provides details on the calculation of final awards upon the occurrence of a Change of Control. Calculation of the Corporate Performance Factor takes into account the levels of performance achieved by the A&L Unit with respect to the corporate Performance Criteria, as measured annually and expressed as the Annual Potential Payout Percentages for the applicable covered annual performance measurement periods (which may be full or partial year periods as required by the Agreement) in the applicable overall Performance Period. These annual percentages are averaged as provided in the applicable subsection of Section 5 to generate the Corporate Performance Factor, which is the final calculated potential payout percentage. This Section 3 sets forth the corporate Performance Criteria, applicable covered performance measurement periods and Benchmark Performance Index for such periods, measurement of the specified A&L Unit performance with respect to the Performance Criteria, and the basic annual potential payout calculation schedule established by the Compensation Committee for use in generating the maximum potential payout percentage for the 2012 Performance Units from such corporate performance results, each unless and until amended prospectively by the Compensation Committee.
Sample 1
Corporate Performance Conditions. The Performance Units are subject to the corporate performance conditions set forth in this Section 3. Final Award determination by the Committee pursuant to Section 5 requires the calculation of the Final Potential Payout Percentage and the Calculated Maximum Potential Payout Amount, as defined in Section 15.24 and Section 15.7, respectively. Final Award calculation pursuant to Section 6 of the Agreement, if applicable, requires the calculation of the Change of Control Payout Percentage and the calculated final award as set forth in that section of the Agreement. Those calculations, in turn, take into account PNC’s performance and ranking relative to its Peers with respect to two performance measures or metrics (the Performance Criteria), as measured annually and expressed as the Annual Potential Payout Percentages for the applicable covered annual performance measurement periods (which may be full or partial year periods as required by the Agreement) in the applicable overall Performance Period. This Section 3 sets forth the performance metrics (EPS growth and ROCE performance) and how they are measured, the applicable covered performance periods, and the basic annual potential payout calculation schedule established for the Performance Units by the Committee, as well as the establishment of the Peer Group by the Committee and the manner in which PNC and its Peers will be ranked for the applicable covered performance periods based on each of the two performance metrics (EPS growth and ROCE performance), each unless and until amended prospectively by the Committee.
Sample 1
Corporate Performance Conditions. The Performance Units are subject to the corporate performance conditions set forth in this Section 3. Final Award determination by the Committee pursuant to Section 5 requires the calculation of the Final Potential Payout Percentage and the Calculated Maximum Potential Payout Amount, as defined in Section 14.23 and Section 14.8, respectively. Final Award calculation pursuant to Section 6 of the Agreement, if applicable, requires the calculation of the Change of Control Payout Percentage and the calculated final award as set forth in that section of the Agreement. Those calculations, in turn, take into account the levels of investment performance achieved by the A&L Unit with respect to the Performance Criteria, as measured annually and expressed as the Annual Potential Payout Percentages for the applicable covered annual performance measurement periods (which may be full or partial year periods as required by the Agreement) in the applicable overall Performance Period. This Section 3 sets forth the Performance Criteria, applicable covered performance periods and Benchmark Performance Index for such periods, measurement of the specified A&L Unit investment performance with respect to the Performance Criteria, and the basic annual potential payout calculation schedule established for the Performance Units by the Committee, each unless and until amended prospectively by the Committee.
Sample 1

Related to Corporate Performance Conditions

  • Performance Conditions The Shares shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Controller of the Company and the Compensation Committee of the Board of Directors of the Company shall certify whether, and to what extent, the Performance Criteria have been achieved. If the minimum performance is not met, no Shares shall be issued and the Award shall be forfeited.

  • Performance Condition Notwithstanding the vesting schedule stated in the Award Notification, your Restricted Shares shall not vest unless the Company achieves positive Adjusted Net Earnings in any fiscal year during the term of the Award. “Adjusted Net Earnings” means net earnings determined in accordance with GAAP as publicly reported by the Company for a fiscal year, adjusted to eliminate the following: (1) the cumulative effect of changes in GAAP; (2) gains and losses from discontinued operations; (3) extraordinary gains or losses; and (4) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including merger related charges. 

  • Performance Requirements A. There is no guaranteed minimum amount of work which will be ordered under this Contract. B. The total Contract amount will not exceed $4,900,000. C. This is a Contract for work specified in individual Job Orders. Work ordered prior to but not completed by the expiration of the Contract period, and any additional work required as a result of unforeseen conditions encountered during construction up to six (6) months after the contract expiration date, will be completed with all provisions of this Contract still in force. Performance time for each Job Order issued under this Contract will be determined in accordance with the Contract. This performance time will be determined and agreed upon by both Parties for each individual Job Order. Contractor must self-perform 20% of the Work under this Contract for ‘A’ and ‘B’ licenses. Contractor must self-perform 75% of the Work under this Contract, unless otherwise approved by the County, for ‘C’ licenses. D. This is an indefinite-quantity Contract for the supplies or services specified and effective for the period stated. Work or performance shall be made only as authorized by Job Orders issued in accordance with the ordering procedures clause. The Contractor agrees to furnish to the County when and if ordered, the supplies or services specified in the Contract up to and including the quantity designated in the Job Orders issued as the maximum designated in the Contract.

  • Financial Performance Covenants Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

  • Performance Levels (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

  • Ongoing Performance Measures The Department intends to use performance-reporting tools in order to measure the performance of Contractor(s). These tools will include the Contractor Performance Survey (Exhibit H), to be completed by Customers on a quarterly basis. Such measures will allow the Department to better track Vendor performance through the term of the Contract(s) and ensure that Contractor(s) consistently provide quality services to the State and its Customers. The Department reserves the right to modify the Contractor Performance Survey document and introduce additional performance-reporting tools as they are developed, including online tools (e.g. tools within MFMP or on the Department's website).

  • Performance Targets Threshold, target and maximum performance levels for each performance measure of the performance period are contained in Appendix B.

  • Performance Measure Grantee will adhere to the performance measures requirements documented in

  • Performance and Compliance Purchaser shall have performed all of the covenants and complied, in all material respects, with all the provisions required by this Agreement to be performed or complied with by it on or before the Closing.

  • CONTRACTOR PERFORMANCE AUDIT The Contractor shall allow the Authorized User to assess Contractor’s performance by providing any materials requested in the Authorized User Agreement (e.g., page load times, response times, uptime, and fail over time). The Authorized User may perform this Contractor performance audit with a third party at its discretion, at the Authorized User’s expense. The Contractor shall perform an independent audit of its Data Centers, at least annually, at Contractor expense. The Contractor will provide a data owner facing audit report upon request by the Authorized User. The Contractor shall identify any confidential, trade secret, or proprietary information in accordance with Appendix B, Section 9(a), Confidential/Trade Secret Materials.

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