Earned Shares. The Target Award shall become earned, and the number of Performance Share Units actually covered by the Target Award shall become fixed, when the Compensation Committee certifies that the Performance Measures have been achieved during the Performance Period. The number of such Performance Share Units shall be fixed in accordance with Section 3.4(iii) based on the degree (as determined by the Compensation Committee) to which the Performance Measures are achieved during the Performance Period. Such Perfomance Share Units are referred to as “Earned Shares”. The Compensation Committee shall have the authority to exercise its discretion to reduce or increase the level of deemed achievement of the Performance Measures; provided, that, in respect of any Performance Share Unit Award granted to any Participant who is, or is determined by the Compensation Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision), only “negative discretion” (as such term is used in Treasury Regulation section 1.162-27(e)(2)(iii) or any successor provision) may be exercised.
Earned Shares. The Performance Shares granted hereby shall be earned based on the level of the Corporation’s results with respect to each of the Management Objectives established for the Performance Period covered by this Agreement. The number of Performance Shares earned shall be determined based on the level of results of the Management Objectives in accordance with the matrix, which correlates performance against both measures, as set forth on Exhibits B-1 and B-2. No additional Performance Shares shall be earned for results in excess of the maximum level of results for the Management Objectives. If results for a Management Objective are attained at interim levels of performance on the matrix, a proportionate number of Performance Shares shall be earned, as determined by mathematical interpolation, as described by example in Exhibit B-1. If the Corporation’s performance with respect to both Management Objectives is determined to be below the 10th percentile, the number of Performance Shares earned, if any, shall be at the discretion of the Committee, except in the case of Covered Employees.
Earned Shares. Subject to the Committee’s authority to adjust the number of Earned Shares as described in Section 7 of this Schedule A, the Earned Shares at the end of the Performance Period is determined based on the achievement of:
Earned Shares. (a) As soon as administratively practicable after the last day of the Performance Period, the Committee shall determine for the Performance Period the Earnings Per Share for the Company and the Earned Percentage. The Committee’s determinations pursuant to the preceding sentence shall be certified by the Committee in writing and delivered to the Secretary of the Company. For purposes of the preceding sentence, written authorization of the Committee Chairman or approved minutes of the Committee meeting in which the certification is made shall be treated as a written certification. Shares of Stock shall be deemed earned under this Paragraph 2(a) (to the extent the applicable performance goals are satisfied) on the date the Committee takes the action set forth in the first sentence of this Paragraph 2(a) (the “Certification Date”). At the time of such certification and based on the Earnings Per Share for the Performance Period, the number of shares of Stock that shall be earned shall be equal to the number of Performance Units granted hereunder multiplied by the Earned Percentage (expressed as a percentage rounded to two decimal places). The Earned Percentage shall be determined in accordance with the schedules set forth on Appendix A hereto.
Earned Shares. Promptly following the completion of each Measurement Period, and in any event within two and one-half (2 ½) months following the end of the Measurement Period, (i) the Committee will review and certify in writing (x) whether, and to what extent, the Performance Goal for the Measurement Period has been achieved, and (y) the number of shares of the Company’s Common Stock that the Participant has earned and that are to be issued by the Company with respect to such Measurement Period, rounded to the nearest whole share (the “Earned Shares”); (ii) the Company shall issue or cause to be issued in the name of the Participant the number of Earned Shares, if any; and (iii) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee’s written certification (a “Settlement Date”). Notwithstanding the foregoing, for a Participant who is or becomes eligible for Retirement at any time prior to the end of the third Measurement Period, any portion of the Award deemed to be Earned Shares as a result of a Participant’s Retirement pursuant to Section 3(c)(ii) below, shall be settled during the earlier of the following periods: (A) within thirty (30) days of such Participant’s Separation from Service or (B) within two and one-half (2 ½) months following the end of the Measurement Period applicable to such portion of deemed Earned Shares. The issuance of such deemed Earned Shares shall be made in accordance with (ii) and (iii) of this Section 3(b) above. The written certification of the Committee shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. Upon the issuance of the Earned Shares to the Participant, the portion of the RSUs eligible to be earned for such Measurement Period shall cease to be credited to the Account.
Earned Shares. The total number of Number of Shares that become Earned Shares shall be the sum of the number of Earned Shares for each Performance Requirement.
Earned Shares. (a) As soon as administratively practicable after the last day of the Performance Period, the Committee shall determine for the Performance Period the 1) Earnings Per Share, 2) Free Cash Flow and 3) Backlog for the Company and the Earned Percentage. The Committee’s determinations pursuant to the preceding sentence shall be certified by the Committee in writing and delivered to the Secretary of the Company. For purposes of the preceding sentence, written authorization of the Committee Chairman or approved minutes of the Committee meeting in which the certification is made shall be treated as a written certification. Shares of Stock shall be deemed earned under this Paragraph 2(a) (to the extent the applicable performance goals are satisfied) on the date the Committee takes the action set forth in the first sentence of this Paragraph 2(a) (the “Certification Date”). At the time of such certification and based on the Earnings Per Share, Free Cash Flow and Backlog “earned” for the Performance Period, the number of shares of Stock that shall be earned shall be equal to the number of Performance Units granted hereunder multiplied by the Earned Percentages (expressed as a percentage rounded to two decimal places). The Earned Percentage shall be determined in accordance with the schedules set forth on Appendix A hereto.
Earned Shares. (a) A portion of the Shares can be earned annually (“Earned Shares”) based on TCF Financial’s achievement of EPS growth rates for the fiscal years 2006, 2007, and 2008 as set forth in paragraph 3(b). All Earned Shares are subject to the restrictions in paragraph 2(a) during the Restricted Period and to the forfeiture provisions of section 4.
Earned Shares. The Performance Shares granted hereby shall be earned based on the level of the Corporation's results with respect to each of the Management Objectives established for the Performance Period covered by this Agreement. The number of Performance Shares earned shall be determined based on the level of results of the Management Objectives as shown in Exhibit C. In no event shall any Performance Shares be earned if results fall below the threshold level of results for each Management Objective. In addition, no additional Performance Shares shall be earned for results in excess of the maximum level of results for any Management Objective. If results for a Management Objective shall have been attained over the threshold level, but under the target level, or over the threshold level and under the maximum level, a proportionate number of Performance Shares shall be earned, as determined by mathematical interpolation and rounded up to the nearest whole percent. Once determined, the percentage of Performance Shares earned for each Management Objective shall be used to determine the aggregate percentage earned. The percentages earned for all of the Management Objectives so calculated shall be added together and multiplied by the number of Performance Shares granted hereby to determine the number of Performance Shares to be paid out to the Grantee for the Performance Period covered by this Agreement, subject to the limit set forth in Section 2(c) of this Agreement. For example, results at the target level of Return on Total Capital would result in an earned percentage of 25%. Results at the target level of Growth in Earning Per Share would result in an earned percentage of 50%. With respect to Relative TSR, if the Company ranks 1st out of 13 peer companies, the percentage earned would be 50%. The total percentages added together would be 125%. Since this percentage is less than the 170% limit, the number of Performance Shares granted hereby would then be multiplied by 125%. Any fractional share resulting from the application of the total percentage would be rounded up to the nearest whole share.
Earned Shares. (a) Except as otherwise provided in Section 3(b), and subject to Section 3(c), the percentage of the Target Award that may be earned by the Grantee will be determined as of the Performance Period End Date to the extent earned in accordance with the performance objectives set forth on Exhibit A (the “Performance Objectives”), subject to the Administrator certifying, in its sole discretion, the achievement of the applicable performance goals. The Shares that become earned in accordance with this Section 3 are known as “Earned Shares.” Earned Shares shall be subject to the vesting and forfeiture provisions set forth in this Agreement.
