Common use of Cumulative Adjusted EBITDA Clause in Contracts

Cumulative Adjusted EBITDA. The Cumulative Adjusted EBITDA attainment level shall be determined as follows: Threshold Level: $____ Target Level: $____ Maximum Level: $____ Cumulative Adjusted EBITDA shall be weighted eighty percent (80%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Cumulative Adjusted EBITDA (80% of Final Value) Goal Payout Contribution Value Threshold $____ 50% $40 Target $____ 100% $80 Maximum $____ 200% $160 Relative TSR. The Total Shareholder Return of the Company and of the Comparison Companies shall be calculated and certified by the Committee. The percentile ranking of the Company’s Total Shareholder Return as compared to the Total Shareholder Return of each Comparison Company shall determine the Final Value for relative TSR as follows: Threshold Level: 30th Percentile Target Level: 50th Percentile Maximum Level: Above 90th Percentile If, during the Performance Period, any Comparison Company declares bankruptcy or initiates (or becomes subject to) a similar proceeding as a debtor due to insolvency, then, for the purposes of ranking the Comparison Companies and the Company, such Comparison Company shall be ranked last. If, during the Performance Period, any Comparison Company is party to a merger, acquisition Exhibit 10.1 Page 8 or disposition and such event, in the Committee’s determination, has significantly altered the Comparison Company, then the Committee may in its discretion remove the Comparison Company from the relative TSR calculation; provided, however, that no additional company shall be substituted. Regardless of the actual Final Value determined in accordance with this Schedule I, if the Company’s Total Shareholder Return during the Performance Period is negative, the relative TSR shall not exceed the target level. Relative TSR shall be weighted twenty percent (20%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Relative TSR (20% of Final Value) Goal Payout Contribution Value Threshold 30th percentile 50% $10 Target 50th percentile 100% $20 Maximum Above 90th percentile 200% $40

Appears in 1 contract

Samples: 2019 Performance Unit Agreement (Oceaneering International Inc)

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Cumulative Adjusted EBITDA. The Cumulative Adjusted EBITDA attainment level shall be determined as follows: Threshold Level: $____ Target Level: $____ Maximum Level: $____ Cumulative Adjusted EBITDA shall be weighted eighty percent (80%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Cumulative Adjusted EBITDA (80% of Final Value) Goal Payout Contribution Value Threshold $____ 50% $40 Target $____ 100% $80 Maximum $____ 200% $160 Relative TSR. The Total Shareholder Return of the Company and of the Comparison Companies shall be calculated and certified by the Committee. The percentile ranking of the Company’s Total Shareholder Return as compared to the Total Shareholder Return of each Comparison Company shall determine the Final Value for relative TSR as follows: Threshold Level: 30th Percentile Target Level: 50th Percentile Maximum Level: Above 90th Percentile If, during the Performance Period, any Comparison Company declares bankruptcy or initiates (or becomes subject to) a similar proceeding as a debtor due to insolvency, then, for the purposes of ranking the Comparison Companies and the Company, such Comparison Company shall be ranked last. If, during the Performance Period, any Comparison Company is party to a merger, acquisition Exhibit 10.1 Page 8 or disposition and such event, in the Committee’s determination, has significantly altered the Comparison Company, then the Committee may in its discretion remove Exhibit 10.1 Page 8 the Comparison Company from the relative TSR calculation; provided, however, that no additional company shall be substituted. Regardless of the actual Final Value determined in accordance with this Schedule I, if the Company’s Total Shareholder Return during the Performance Period is negative, the relative TSR shall not exceed the target level. Relative TSR shall be weighted twenty percent (20%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Relative TSR (20% of Final Value) Goal Payout Contribution Value Threshold 30th percentile 50% $10 Target 50th percentile 100% $20 Maximum Above 90th percentile 200% $40

Appears in 1 contract

Samples: Performance Unit Agreement (Oceaneering International Inc)

Cumulative Adjusted EBITDA. The Cumulative Adjusted EBITDA attainment level shall be determined as follows: Threshold Level: $____ million Target Level: $____ million Maximum Level: $____ million Cumulative Adjusted EBITDA shall be weighted eighty percent (80%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Cumulative Adjusted EBITDA (80% of Final Value) Goal Payout Contribution Value Threshold $____ million 50% $40 Target $____ million 100% $80 Maximum $____ million 200% $160 Relative TSR. The Total Shareholder Return of the Company and of the Comparison Companies shall be calculated and certified by the Committee. The percentile ranking of the Company’s Total Shareholder Return as compared to the Total Shareholder Return of each Comparison Company shall determine the Final Value for relative TSR as follows: Threshold Level: 30th Percentile Target Level: 50th Percentile Maximum Level: Above 90th Percentile If, during the Performance Period, any Comparison Company declares bankruptcy or initiates (or becomes subject to) a similar proceeding as a debtor due to insolvency, then, for the purposes of ranking the Comparison Companies and the Company, such Comparison Company shall be ranked last. If, during the Performance Period, any Comparison Company is party to a merger, acquisition Exhibit 10.1 Page 8 or disposition and such event, in the Committee’s determination, has significantly altered the Comparison Company, then the Committee may in its discretion remove 2022 Perf. Unit Agmnt. – Sched. I Page 2 of 3 the Comparison Company from the relative TSR calculation; provided, however, that no additional company shall be substituted. Regardless of the actual Final Value determined in accordance with this Schedule I, if the Company’s Total Shareholder Return during the Performance Period is negative, the relative TSR shall not exceed the target level. Relative TSR shall be weighted twenty percent (20%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Relative TSR (20% of Final Value) Goal Payout Contribution Value Threshold 30th percentile 50% $10 Target 50th percentile 100% $20 Maximum Above 90th percentile 200% $40

Appears in 1 contract

Samples: 2022 Performance Unit Agreement (Oceaneering International Inc)

Cumulative Adjusted EBITDA. The Cumulative Adjusted EBITDA attainment level shall be determined as follows: Threshold Level: $____ Target Level: $____ Maximum Level: $____ Cumulative Adjusted EBITDA shall be weighted eighty percent (80%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Cumulative Adjusted EBITDA (80% of Final Value) Goal Payout Contribution Value Threshold $____ 50% $40 Target $____ 100% $80 Maximum $____ 200% $160 Relative TSR. The Total Shareholder Return of the Company and of the Comparison Companies shall be calculated and certified by the Committee. The percentile ranking of the Company’s Total Shareholder Return as compared to the Total Shareholder Return of each Comparison Company shall determine the Final Value for relative TSR as follows: Threshold Level: 30th Percentile Target Level: 50th Percentile Maximum Level: Above 90th Percentile If, during the Performance Period, any Comparison Company declares bankruptcy or initiates (or becomes subject to) a similar proceeding as a debtor due to insolvency, then, for the purposes of ranking the Comparison Companies and the Company, such Comparison Company shall be ranked last. If, during the Performance Period, any Comparison Company is party to a merger, acquisition Exhibit 10.1 Page 8 or disposition and such event, in the Committee’s determination, has significantly altered the Exhibit 10.1 Page 8 Comparison Company, then the Committee may in its discretion remove the Comparison Company from the relative TSR calculation; provided, however, that no additional company shall be substituted. Regardless of the actual Final Value determined in accordance with this Schedule I, if the Company’s Total Shareholder Return during the Performance Period is negative, the relative TSR shall not exceed the target level. Relative TSR shall be weighted twenty percent (20%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Relative TSR (20% of Final Value) Goal Payout Contribution Value Threshold 30th percentile 50% $10 Target 50th percentile 100% $20 Maximum Above 90th percentile 200% $40

Appears in 1 contract

Samples: 2020 Performance Unit Agreement (Oceaneering International Inc)

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Cumulative Adjusted EBITDA. The Cumulative Adjusted EBITDA attainment level shall be determined as follows: Threshold Level: $____ 384 million Target Level: $____ 480 million Maximum Level: $____ 720 million Cumulative Adjusted EBITDA shall be weighted eighty percent (80%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Cumulative Adjusted EBITDA (80% of Final Value) Goal Payout Contribution Value Threshold $____ 384 MM 50% $40 Target $____ 480 MM 100% $80 Maximum $____ 720 MM 200% $160 Relative TSR. The Total Shareholder Return of the Company and of the Comparison Companies shall be calculated and certified by the Committee. The percentile ranking of the Company’s Total Shareholder Return as compared to the Total Shareholder Return of each Comparison Company shall determine the Final Value for relative TSR as follows: Threshold Level: 30th Percentile Target Level: 50th Percentile Maximum Level: Above 90th Percentile If, during the Performance Period, any Comparison Company declares bankruptcy or initiates (or becomes subject to) a similar proceeding as a debtor due to insolvency, then, for the purposes of ranking the Comparison Companies and the Company, such Comparison Company shall be ranked last. If, during the Performance Period, any Comparison Company is party to a merger, acquisition Exhibit 10.1 Page 8 or disposition and such event, in the Committee’s determination, has significantly altered the Comparison Company, then the Committee may in its discretion remove the Comparison Company from the relative TSR calculation; provided, however, that no additional company shall be Exhibit 10.2 Page 9 substituted. Regardless of the actual Final Value determined in accordance with this Schedule I, if the Company’s Total Shareholder Return during the Performance Period is negative, the relative TSR shall not exceed the target level. Relative TSR shall be weighted twenty percent (20%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Relative TSR (20% of Final Value) Goal Payout Contribution Value Threshold 30th percentile 50% $10 Target 50th percentile 100% $20 Maximum Above 90th percentile 200% $40

Appears in 1 contract

Samples: 2019 Performance Unit Agreement (Oceaneering International Inc)

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