Common use of Definition of TSR Clause in Contracts

Definition of TSR. “TSR” as applied to any Member Company means stock price appreciation from the beginning to the end of the Performance Period, plus dividends and distributions made or declared (assuming such dividends or distributions are reinvested in the common stock of the Member Company) during the Performance Period, expressed as a percentage return. Except as modified in Section 1(f), for purposes of computing TSR, the stock price at the beginning of the Performance Period will be the average price of a share of common stock of a Member Company over the 30 trading days beginning [•], and the stock price at the end of the Performance Period will be the average price of a share of common stock of a Member Company over the 30 trading days ending [•], adjusted for stock splits or similar changes in capital structure; provided, however, that TSR for a Member Company will be negative one hundred percent (-100%) if the Member Company: (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; or (iv) ceases to conduct substantial business operations.