Earning of Award. The extent to which the Participant will earn the TSR Units is based on the Company TSR Percentile Ranking (as defined below) for the Performance Period based on the following chart: Linear interpolation shall be used to determine the percentage of TSR Units earned in the event the Company TSR Percentile Ranking falls between the (i) 25th and 37.5th percentiles, (ii) the 37.5th and 50th percentiles, (iii) the 50th and 75th percentiles or (iv) the 75th and 90th percentiles listed in the above chart. The Company TSR Percentile Ranking will be determined as set forth in Section 2(c) below.
Earning of Award. The extent to which the Participant will earn the Free Cash Flow Units is based on the Company’s cumulative Free Cash Flow (as defined below) for the Performance Period compared to the cumulative Free Cash Flow Target established by the Committee for the Performance Period as shown in the chart below (with the Threshold, Above Threshold, Target, Above Target and Maximum cumulative Free Cash Flow amounts to be set forth on a separate exhibit which will be provided to the Participant). Linear interpolation shall be used to determine the percentage of Free Cash Flow Units earned in the event the Company’s cumulative Free Cash Flow falls between the (i) Threshold and Above Threshold, (ii) Above Threshold and Target, (iii) Target and Above Target or (iv) Above Target and Maximum performance levels shown in the chart above. The Company’s cumulative Free Cash Flow will be determined as set forth in Section 1(b) below.
Earning of Award. If the Award is granted in accordance with this Agreement, the Award shall vest and be earned as follows:
Earning of Award. The Participant will earn the Award based on satisfaction of performance targets as determined in accordance with the following:
Earning of Award. The extent to which the Participant will earn the Adjusted EPS Units is based on the Company’s cumulative adjusted EPS for the Performance Period compared to the cumulative adjusted EPS Target established by the Committee for the Performance Period as shown in the chart below (with the Threshold, Above Threshold, Target, Above Target and Maximum cumulative adjusted EPS amounts to be set forth on a separate exhibit which will be provided to the Participant). Company Cumulative Adjusted EPS Percentage of Adjusted EPS Units Earned Maximum 200.0% Above Target 150.0% Target 100.0% Threshold 37.5% Linear interpolation shall be used to determine the percentage of Adjusted EPS Units earned in the event the Company’s cumulative adjusted EPS falls between the (i) Threshold and Above Threshold, (ii) Above Threshold and Target, (iii) Target and Above Target or (iv) Above Target and Maximum performance levels shown in the chart above. The Company’s cumulative adjusted EPS will be determined as set forth in Section 1(b) below.
Earning of Award. (a) Subject to the terms of the Plan and this Agreement, including but not limited to Section 5 and Section 13 herein, the Award shall be deemed earned, and the Shares subject to the Award shall be distributable as provided in Section 6 herein, upon such date or dates, and subject to such conditions, as are described in this Agreement, including but not limited to Schedule A. To be entitled to distribution of Shares or other payment hereunder (if any) upon vesting and earning of the Award, the Participant must be employed by the Company on the last day of the Performance Period. The Participant expressly acknowledges that the Award shall be deemed earned only upon such terms and conditions as are provided in this Agreement (including but not limited to Schedule A) and otherwise in accordance with the terms of the Plan.
(b) The Administrator has sole authority to determine whether and to what degree the Award has vested and been earned and is payable and to interpret the terms and conditions of this Agreement and the Plan.
Earning of Award. The extent to which the Participant will earn the EBITDA Units is based on the cumulative adjusted EBITDA for the Performance Period against the cumulative adjusted EBITDA Target established by the Committee for the Performance Period in the chart below (and the Threshold, Target and Maximum amounts are set forth on a separate exhibit which will be provided to you). Linear interpolation shall be used to determine the percentage of EBITDA Units earned in the event cumulative adjusted EBITDA falls between Threshold and Target or Target and Maximum performance amounts in the above chart. The cumulative adjusted EBITDA will be determined as set forth in Section 2(b) below.
Earning of Award. The extent to which the TSR PSUs will performance vest is based on both (A) the Company’s Absolute TSR Performance and (B) the Company’s Relative TSR Performance based on the following chart:
Earning of Award. The extent to which the ROCE PSUs will performance-vest is based on the level at which the average annual ROCE target is achieved, as reflected in the following chart:
Earning of Award. (a) Subject to the terms of the Plan and this Agreement, including but not limited to Section 5 and Section 13 herein, the Award shall be deemed earned, and the Shares subject to the Award shall be distributable as provided in Section 6 herein, upon such date or dates, and subject to such conditions, as are described in this Agreement, including but not limited to Schedule A. To be entitled to distribution of Shares or other payment hereunder (if any) upon vesting and earning of the Award, the Participant must be employed by the Company on the last day of the Performance Period. The Participant expressly acknowledges that the Award shall be deemed earned only upon such terms and conditions as are provided in this Agreement (including but not limited to Schedule A) and otherwise in accordance with the terms of the Plan. Notwithstanding anything to the contrary herein, the protective covenants contained in the Company’s Executive Severance and Change in Control Plan and related Participation Agreement (such plan and agreement collectively, the “Severance Plan”), a copy of which Severance Plan is attached hereto as Schedule B and incorporated herein by reference, shall remain in full force and effect according to their terms regardless of whether the Participant’s rights under this Agreement have vested and been earned or not or have been forfeited or not.
