Common use of Earned Shares Clause in Contracts

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 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 CommitteeCommittee in its sole discretion) 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 exercisedexercised if such adjustment would result in the loss of an otherwise available deduction.

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 CommitteeCommittee in its sole discretion) to which the Performance Measures are achieved during the Performance Period. Such Perfomance Performance 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 exercisedexercised if such adjustment would result in the loss of an otherwise available deduction.

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 exercisedexercised if such adjustment would result in the loss of an otherwise available deduction.