Peer Group Adjustments Clause Samples

Peer Group Adjustments. Any company in the Peer Group that files for bankruptcy protection shall be placed at the bottom of the Peer Group. Any company in the Peer Group that is acquired and is no longer separately trading will be excluded from the Peer Group, and the size of the Peer Group will be reduced by one. No changes to the Peer Group will be made as a result of an acquisition or divestiture by a company in the Peer Group of a portion of its business, as such events are generally considered to be part of the ordinary course of business; however, in the instance where a peer company has entered an agreement to be acquired and such transaction has not yet been consummated at the end of the performance period, such peer company will be excluded from results as if it had already been acquired.

Peer Group Adjustments. The following adjustments will be made to the Peer Group during the Performance Period: (a) If any member of the Peer Group (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code or similar non-U.S. law (collectively, “bankruptcy”), (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days, (iii) is the subject of a stockholder-approved plan of liquidation or dissolution or makes a general assignment for the benefit of creditors, or (iv) ceases to conduct substantial business operations (provided that, for the avoidance of doubt, (A) the acquisition of a member of the Peer Group by another person or group of related persons by itself does not result in the company being treated as ceasing to conduct substantial business operations, (B) any acquisition by an unaffiliated person or group of related persons shall be subject to Section 2(b) below, and (C) treatment under this Section 2(a) shall not be affected by any subsequent reorganization, recapitalization 2026 PU Award Agreement (US) or other restructuring pursuant to which the entity emerges from bankruptcy or otherwise continues or re-commences operations), then such entity will remain in the Peer Group, but Relative Total Shareholder Return for the Performance Period will be calculated as if such entity achieved Total Shareholder Return, placing it at the bottom (chronologically, if more than one such entity) of the Peer Group; (b) If, by the end of the Performance Period, any member of the Peer Group has been acquired by an unaffiliated person or group of persons or is otherwise no longer existing as a publicly-traded company (other than for the reasons as described in Section 2(a) above), then such entity will be removed from the Peer Group; and (c) Subject to Sections 2(a) and 2(b) above, if a member of the Peer Group undergoes an internal reorganization (e.g., inversion or establishment of a holding company structure) whereby the business and operations of the company (and its subsidiaries) constitute all the business and operations of the successor entity (and its subsidiaries) and the original member ceases to be publicly traded and such successor entity is publicly traded, such successor entity shall take the place of the original entity in the Peer Group.

Peer Group Adjustments. At the commencement of the Performance Period, the Committee may determine that specific guidance be considered in connection with possible adjustments to the Peer Group, to include U. S. Steel should the circumstances arise, involved in the calculation of the Corporation’s comparative performance with respect to the Performance Goals during the Performance Period. Any such determination will be in addition to, or will amend if it conflicts with, the following guidelines, which will be used in connection with the calculation: (a) If a Peer Group Company becomes bankrupt, the bankrupt company will remain in the Peer Group positioned at one level below the lowest performing non-bankrupt Peer Group Company. In the case of multiple bankruptcies, the bankrupt companies will be positioned below the non-bankrupt companies in chronological order by bankruptcy date with the first to be bankrupt at the bottom.