Earning Performance Shares. This Section 2 determines the number of Performance Shares that the Participant earns under this Agreement.
Earning Performance Shares. (a) Subject to Sections 3.1(c) and (d), the Shares subject to the RSUs shall become Earned Performance Shares as of the Earned Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out in Targets 1 (50% of Target Number of Shares) and 2 (50% of Target Number of Shares) of Exhibit 1 to the Acceptance Form are attained and subject to the Executive being in the employment of the Company, any Subsidiary or Designated Associate Company at each respective vesting date as set forth in Section 3.2 below.
(b) The Executive understands and agrees that the terms under which the RSUs shall become Earned Performance Shares is confidential and the Executive agrees not to disclose, reproduce or distribute such confidential information concerning the Company, except as required in the course of the Executive’s employment with the Company or one of its Subsidiaries, without the prior written consent of the Company. The Executive’s failure to abide by this condition may result in the immediate cancellation of the RSUs.
(c) If prior to the end of the Performance Period, (i) the Executive’s employment terminates for reasons other than Cause, or (ii) there is a Change of Control, the Committee, may, in its sole discretion deem the Performance Objectives to be attained at the level (not to exceed the maximum level) determined by the Committee as to all or part of the unearned Shares underlying the RSUs and deem them to be Earned Performance Shares, provided, however, that no RSU shall become an Earned Performance Share to the extent that any such discretion would prevent the RSU from qualifying as qualified performance-based compensation under Section 162(m) of the Code.
(d) The Performance Objectives may be adjusted in accordance with the terms of the Plan to the extent such adjustments would not prevent the RSUs from qualifying as qualified performance-based compensation under Section 162(m) of the Code.
(e) As of the Certification Date, the Committee shall certify the amount payable under the SMIP, determine the attainment level of applicable Performance Objectives, and based on such certification and determination, shall declare the number of Shares subject to the RSUs that shall become Earned Performance Shares. Anything to the contrary in this Section 3.1 and Exhibit 1 to the Acceptance Form notwithstanding, the Committee retains sole discretion to determine the n...
Earning Performance Shares. Subject to Section 6, the Performance Shares shall be earned by the Participant and shall be settled in accordance with Section 3 based upon achievement of the following stock price hurdles prior to the fifth anniversary of the Grant Date set forth above (the “Expiration Date”):
(a) 25,000 of the Performance Shares shall be earned by the Participant if the Closing Price of the Common Stock equals or exceeds eight dollars ($8.00) on ten (10) trading days within any period of twenty (20) consecutive trading days, provided that the Participant has remained in Continuous Service through the date on which such stock price hurdle is achieved; and
(b) 37,500 of the Performance Shares shall be earned by the Participant if the Closing Price of the Common Stock equals or exceeds nine dollars ($9.00) on ten (10) trading days within any period of twenty (20) consecutive trading days, provided that the Participant has remained in Continuous Service through the date on which such stock price hurdle is achieved. Any Performance Shares that have not been earned prior to the Expiration Date shall be forfeited by the Participant as of the Expiration Date. Any Performance Shares that have not been earned prior to the date of the termination of the Participant’s Continuous Service shall be forfeited by the Participant as of such date, including by reason of the Participant’s death or Disability. For the avoidance of doubt, if the stock appreciation targets are reached simultaneously, all of the Performance Shares shall be earned by the Participant. Once an applicable stock price hurdle has been achieved, a subsequent decline in the value of the Common Stock shall not negate the achievement of that hurdle.
Earning Performance Shares. This Section 2 determines the number of Performance Shares that the Participant may earn under this Agreement.
(a) The Participant will earn Performance Shares based on achievement by the Company of the Performance Metrics (defined below) for fiscal years [20__] and [20__]. The number of Performance Shares earned by the Participant will be determined based upon the following formula, the terms of which are further defined below: The Weighted Performance Multiple will be determined based on the following Performance Metrics and the definitions below: Performance Metrics * Weight Metric Target Interval Change in Consolidated Operating Earnings 50% $ $ Change in Domestic Operating Earnings 30% $ $ Change in International Operating Earnings 20% $ $ * Amounts in millions (except percentages). International metrics will be measured in U.S. Dollars. Consolidation of International segment results reported in Local Currency to Consolidated results reported in U.S. Dollars will be performed using a fixed exchange rate for each Local Currency.
Earning Performance Shares. Except as provided in paragraph 5, the Participant shall earn a percentage of the Target Performance Shares based on the Company’s TSR during the Measurement Period relative to the Peer Group TSR during the Measurement Period in accordance with the following table: Company TSR Relative Percentage of Target Less than 25th Percentile 0% At Least 25th Percentile (Threshold) But Less Than 50th Percentile 50% At Least 50th Percentile (Target) But Less Than 75th Percentile 100% 75th Percentile (Maximum) or Above 200% The percentage of the Target Performance Shares earned shall be determined using straight line interpolation if the Company’s TSR relative to the Peer Group TSR is more than the Threshold but less than the Target or more than the Target but less than the Maximum.
Earning Performance Shares. This Section 2 determines the number of Performance Shares that the Participant may earn under this Agreement.
(a) The Participant will earn Performance Shares based on achievement by the Company of the Performance Metrics (defined below) for fiscal years 20__ and 20__. The number of Performance Shares earned by the Participant will be determined based upon the following formula, the terms of which are further defined below: The Weighted Performance Multiple will be determined based on the following Performance Metrics and the definitions below: Performance Metrics Weight Threshold Target Maximum ROAA __% ___% ___% ___%
Earning Performance Shares. Subject to the other provisions of this Agreement, this Section 2 determines the number of Performance Shares that the Participant may earn under this Agreement.
(a) (i) Step No. 1. Determine the Average Company ROIC and Company TSR achieved for the Performance Period.
(i) Step No. 2. Determine the Initial ROIC Payout Percentage achieved for the Performance Period from the chart below that correlates to the Company ROIC achieved for the Performance Period. For purposes of determining the level of achievement and/or the Initial ROIC Payout Percentage, if Average Company ROIC is achieved at a level between Threshold and Target or Target and Maximum, the level of performance will be determined based on a straight-line interpolation of the achievement levels and/or Initial ROIC Payout Percentages between Threshold and Target and Target and Maximum, as applicable (rounded down to the nearest hundredth of a percent). If Average Company ROIC is achieved at a level below Threshold, the Initial ROIC Payout Percentage shall be zero (0). If Average Company ROIC is achieved at a level above Maximum, the Initial ROIC Payout Percentage shall be two hundred percent (200%).
(ii) Step No. 3. Determine the Company TSR Modifier achieved for the Performance Period from the chart below that correlates to the Company TSR achieved for the Performance Period. For purposes of determining the level of achievement and/or the Company TSR Modifier, if Company TSR is achieved at a level anywhere from within the ≤25th Percentile and up to the ≥75th Percentile, the level of performance will not be modified. If Company TSR is achieved at a level within the ≥75th Percentile, the Company TSR Modifier shall be plus twenty-five percent (+25%). The Company TSR Modifier shall be negative (-25%) for performance within the 25th Percentile. Company TSR ≤25th Percentile 25th to 75th Percentile ≥75th Percentile
Earning Performance Shares. Subject to the other provisions of this Agreement, this Section 2 determines the number of Performance Shares that the Participant may earn under this Agreement.
(a) (i) Step No. 1. Determine the Adjusted EPS achieved for the Performance Period.
(i) Step No. 2. Determine the Adjusted EPS Payout Percentage achieved for the Performance Period from the chart below that correlates to the Adjusted EPS achieved for the Performance Period. For purposes of determining the level of achievement and/or the Adjusted EPS Payout Performance, if Adjusted EPS is achieved at a level between Threshold and Target or Target and Maximum, the level of performance will be determined based on a straight-line interpolation of the achievement levels and/or Adjusted EPS Payout Percentages between Threshold and Target and Target and Maximum, as applicable (rounded down to the nearest hundredth of a percent). If Adjusted EPS is achieved at Threshold or below, the Adjusted EPS Payout Percentage shall be zero percent (0%). If Adjusted EPS is achieved at Maximum or a level above Maximum, the Adjusted EPS Payout Percentage shall be two hundred percent (200%).
(ii) Step 3. Subject to the other provisions of this Agreement, the number of Performance Shares earned by the Participant shall be the Target Shares multiplied by the Adjusted EPS Payout Percentage determined in Step 2 above.
Earning Performance Shares. This Section 2 determines the number of Performance Shares that the Participant may earn under this Agreement.
(a) The Participant will earn Performance Shares based on achievement by the Company of the Performance Metrics (defined below) for fiscal years and . The number of Performance Shares earned by the Participant will be determined based upon the following formula, the terms of which are further defined below: The Weighted Performance Multiple will be determined based on the following Performance Metrics and the definitions below: Performance Metrics * Weight Metric Target Interval Change in Consolidated Operating Earnings 50 % $ ** $ ** Change in Domestic Operating Earnings 30 % $ ** $ ** International Average Return on Invested Capital 20 % % % * International metrics will be measured in Euros. Consolidation of International segment results reported in Euros to Consolidated results reported in U.S. dollars will be performed using a fixed exchange rate. ** In millions.
Earning Performance Shares. Subject to Sections 3.1(c) and (d), the Shares subject to the RSUs shall become Earned Performance Shares as of the Earned Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if the following Performance Objectives are attained and subject to the Participant being in the employment of the Company or any Subsidiary at each respective date:
