Common use of Determination of Performance Results Clause in Contracts

Determination of Performance Results. (i) If the Change of Control occurs prior to the first anniversary of the Performance Commencement Date, the Performance Goals set forth on Exhibit A shall be deemed to have been satisfied at the target level. (ii) If the Change of Control occurs on or following the first anniversary of the Performance Commencement Date and prior to the third anniversary of the Performance Commencement Date, immediately prior to the Change of Control, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth on Exhibit A have been attained as of such Change of Control. For purposes of this clause (ii), the Committee shall determine the performance results for (A) any completed year in the Performance Cycle and (B) any year in the Performance Cycle which is not fully completed as of the Change of Control but in which at least six full months have elapsed prior to the Change of Control (collectively, the “Completed Years”). For any Completed Year that does not consist of a full twelve months, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth on Exhibit A have been attained for such year on an annualized basis. (A) If there is only one Completed Year prior to the Change of Control, the points achieved during the Completed Years shall be multiplied by three for purposes of determining the level of achievement on the cumulative three-year point scale set forth on Exhibit A. (B) If there are only two Completed Years prior to the Change of Control, the points achieved during the Completed Years shall be multiplied by 1.5 for purposes of determining the level of achievement on the cumulative three-year point scale set forth on Exhibit A. (C) If there are three Completed Years prior to the Change of Control, the points achieved during the Completed Years shall be multiplied by 1.0 for purposes of determining the level of achievement on the cumulative three-year point scale set forth on Exhibit A.

Determination of Performance Results. (i) If the Change of Control occurs prior to the first anniversary of the Performance Commencement Date, the Performance Goals set forth on Exhibit A shall be deemed to have been satisfied at the target level. (ii) If the Change of Control occurs on or following the first anniversary of the Performance Commencement Date and prior to the third anniversary of the Performance Commencement Date, immediately prior to the Change of Control, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth on Exhibit A have been attained as of such Change of Control. For purposes of this clause (ii), the Committee shall determine the performance results for (A) any completed year in the Performance Cycle and (B) any year in the Performance Cycle which is not fully completed as of the Change of Control but in which at least six full months have elapsed prior to the Change of Control (collectively, the “"Completed Years”"). For any Completed Year that does not consist of a full twelve months, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth on Exhibit A have been attained for such year on an annualized basis. (A) If there is only one Completed Year prior to the Change of Control, the points achieved during the Completed Years shall be multiplied by three for purposes of determining the level of achievement on the cumulative three-year point scale set forth on Exhibit A. (B) If there are only two Completed Years prior to the Change of Control, the points achieved during the Completed Years shall be multiplied by 1.5 for purposes of determining the level of achievement on the cumulative three-year point scale set forth on Exhibit A. (C) If there are three Completed Years prior to the Change of Control, the points achieved during the Completed Years shall be multiplied by 1.0 for purposes of determining the level of achievement on the cumulative three-year point scale set forth on Exhibit A.