Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Audit Committee of the Board. The Audit Committee will review the extent of the achievement of the Performance Metrics, and the Compensation Committee shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formula (the “Performance Formula”) no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Number of Adjusted PSUs For purposes of the computation above, the “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded up; provided further that in no event shall the number of PSUs granted to you on the Grant Date be decreased by more than % or increased by more than % as a result of any extrapolation and/or interpolation. [Table] In each instance, the above-referenced adjustments to and their corresponding targets shall be made as reasonably determined by the Audit Committee in accordance with accounting principles generally accepted in the United States.
Appears in 2 contracts
Samples: Performance Award Agreement (MSCI Inc.), Performance Award Agreement (MSCI Inc.)
Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the Revenue and Net Income Per Share performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Audit Committee of the Board. The Audit Committee will review the extent of the achievement of the Performance Metrics, Metrics and the Compensation Committee shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formula (the “Performance Formula”) formulas no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Number of Initial Adjusted PSUs For purposes of the computation above, the The “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded up; provided further down. In the event that in no event shall the threshold performance for either Performance Metric is not satisfied, the number of Initial Adjusted PSUs granted to you on the Grant Date will be decreased by more than % or increased by more than % as a result of any extrapolation and/or interpolationzero. [Table] In each instance, the above-referenced adjustments to and their corresponding targets shall be made as reasonably determined by the Audit Committee in accordance with accounting principles generally accepted in the United States.Tables]
Appears in 2 contracts
Samples: Award Agreement (MSCI Inc.), Performance Award Agreement (MSCI Inc.)
Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Audit Committee of the Board. The Audit Committee will review the extent of the achievement of the Performance Metrics, and the Compensation Committee shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formula (the “Performance Formula”) no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Number of Adjusted PSUs For purposes of the computation above, the “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded up; provided further that in no event shall the number of PSUs granted to you on the Grant Date be decreased by more than % or increased by more than % as a result of any extrapolation and/or interpolation. [Table] In each instance, the above-referenced adjustments to and their corresponding targets shall be made as reasonably determined by the Audit Committee in accordance with accounting principles generally accepted in the United States.
Appears in 2 contracts
Samples: Performance Award Agreement (MSCI Inc.), Performance Award Agreement (MSCI Inc.)
Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the Revenue and Net Income Per Share performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Audit Committee of the Board. The Audit Committee will review the extent of the achievement of the Performance Metrics, Metrics and the Compensation Committee shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formula (the “Performance Formula”) formulas no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Number of Initial Adjusted PSUs For purposes of the computation above, the The “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded up; provided further down. In the event that in no event shall the threshold performance for either Performance Metric is not satisfied, the number of Initial Adjusted PSUs granted to you on the Grant Date will be decreased by more than % or increased by more than % as a result of any extrapolation and/or interpolation. [Table] In each instance, the above-referenced adjustments to and their corresponding targets shall be made as reasonably determined by the Audit Committee in accordance with accounting principles generally accepted in the United Stateszero.
Appears in 1 contract
Samples: Award Agreement (MSCI Inc.)
Performance Adjustment. The number of PSUs initially awarded to you under this Award Agreement shall be adjustedadjusted as follows: (i) the first tranche of PSUs shall be adjusted after the end of the First Performance Period, (ii) the second tranche of PSUs shall be adjusted after the end the Second Performance Period and (iii) the third tranche of PSUs shall be adjusted after the end of the Third Performance Period, in each case, within a range of % [•]% to % [•]% of the number of PSUs initially awarded, after the end of the Performance Period per tranche and based on the achievement of the performance metrics (collectively, the “applicable Performance Metrics”) Period [•] set forth in the table below, which have been approved by the Committee. Following the end of the each Performance Period, management of MSCI shall provide its calculation of the Performance Metrics Period [•] to the Audit Committee of the BoardCommittee. The Audit Committee will review the extent of the achievement of the Performance Metrics, Period [•] and the Compensation Committee shall certify in writing such achievement. The number of PSUs per tranche that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (each such tranche, the “Tranche of Adjusted PSUs”) will be determined based on the following formula (the “Performance Formula”) no later than [•] of the year following the last day of the applicable Performance Period (the each, an “Adjustment Date”): Number of PSUs Granted Per Tranche x [•] Adjustment Percentage = Number of Adjusted PSUs For purposes of the computation above, the Per Tranche The “[•] Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages the Performance Period [•] not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages Performance Period [•] will be rounded up; provided further that in no event shall the number of PSUs granted to you on the Grant Date be decreased by more than % or increased by more than % as a result of any extrapolation and/or interpolationdown. [Table] In each instance, the above-referenced adjustments to and their corresponding targets shall be made as reasonably determined by the Audit Committee in accordance with accounting principles generally accepted in the United States.]
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Performance Adjustment. The number of PSUs initially awarded to you under this Award Agreement shall be adjustedadjusted as follows: (i) the first tranche of PSUs shall be adjusted after the end of the First Performance Period, (ii) the second tranche of PSUs shall be adjusted after the end of the Second Performance Period and (iii) the third tranche of PSUs shall be adjusted after the end of the Third Performance Period, in each case, within a range of % [•]% to % [•]% of the number of PSUs initially awarded, after the end of the Performance Period per tranche and based on the achievement of the performance metrics (collectively, the “applicable Performance Metrics”) Period [•] set forth in the table below, which have been approved by the Committee. Following the end of the each Performance Period, management of MSCI shall provide its calculation of the Performance Metrics Period [•] to the Audit Committee of the BoardCommittee. The Audit Committee will review the extent of the achievement of the Performance Metrics, Period [•] and the Compensation Committee shall certify in writing such achievement. The number of PSUs per tranche that will be converted into Shares pursuant to Section Section 2(b), Section Section 4 or Section Section 5 (each such tranche, the “Tranche of Adjusted PSUs”) will be determined based on the following formula (the “Performance Formula”) no later than [•] of the year following the last day of the applicable Performance Period (the each, an “Adjustment Date”): Number of PSUs Granted Per Tranche x [•] Adjustment Percentage = Number of Adjusted PSUs For purposes of the computation above, the Per Tranche The “[•] Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages the Performance Period [•] not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages Performance Period [•] will be rounded up; provided further that in no event shall the number of PSUs granted to you on the Grant Date be decreased by more than % or increased by more than % as a result of any extrapolation and/or interpolationdown. [Table] In each instance, the above-referenced adjustments to and their corresponding targets shall be made as reasonably determined by the Audit Committee in accordance with accounting principles generally accepted in the United States.]
Appears in 1 contract
Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Audit Committee of the Board. The Audit Committee will review the extent of the achievement of the Performance Metrics, Metrics and the Compensation Committee shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formula (the “Performance Formula”) no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Number of Adjusted PSUs For purposes of the computation above, the The “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded up; provided further that in no event shall the number of PSUs granted to you on the Grant Date be decreased by more than % or increased by more than % as a result of any extrapolation and/or interpolation. [Table] In each instance, the above-referenced adjustments to and their corresponding targets shall be made as reasonably determined by the Audit Committee in accordance with accounting principles generally accepted in the United States.]
Appears in 1 contract
Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the and performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Audit Committee of the Board. The Audit Committee will review the extent of the achievement of the Performance Metrics, Metrics and the Compensation Committee shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formula (the “Performance Formula”) no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Number of Adjusted PSUs For purposes of the computation above, the The “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded up; provided further that in no event shall the number of PSUs granted to you on the Grant Date be decreased by more than % or increased by more than % as a result of any extrapolation and/or interpolation. [Table] In each instance, the above-referenced adjustments to and their corresponding targets shall be made as reasonably determined by the Audit Committee in accordance with accounting principles generally accepted in the United States.]
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