Performance Adjustments. The number of Award Units granted hereunder is subject to adjustment based on the Company’s level of achievement versus annual Net Sales goals and annual NOP goals for the 20__, 20__, and 20__ fiscal years (the “Performance Period”). (For purposes of this Agreement, “NOP” will be defined as Net Operating Income). The Net Sales growth goals and NOP growth goals will be equally weighted. The annual Net Sales and NOP goals and the corresponding performance adjustment multiples are as follows: Threshold 0.5X Target 1.0X Maximum 2.0X * The Company’s Annual Operating Plan (AOP) as approved by the Board of Directors for 20__. The calculation of the “Adjusted Award Units” based on performance versus these annual goals will be determined as follows: (a) The Company’s actual percent achievement of AOP for 20__ or achievement of annual growth for 20__ and 20__ will be measured for each of the two (2) performance measures and for each of the three (3) fiscal years of the Performance Period; (b) A payout multiple will be determined for each performance goal and for each fiscal year, based on interpolation between the performance goals in the foregoing table (performance relative to a performance goal that is below the threshold for a fiscal year will result in a payout multiple of zero (0) for that performance goal for that fiscal year); and (c) The mean, or average, of the resulting six (6) payout multiples will be applied to the number of Award Units to determine the number of “Adjusted Award Units.” For example, if the annual Net Sales growth rate achieved for 20__ is 5%, the multiple for that performance goal for that year will be 1.0X; and if the annual NOP growth rate in 20__ is 12%, the multiple for that performance goal for that year will be 2.0X. Similar multiples will be determined for each performance goal and for each of the following fiscal years. The resulting six (6) payout multiples will then be averaged to determine the final payout multiple. This final payout multiple times the number of Award Units originally granted results in the number of Adjusted Award Units that would vest, subject to all of the other proration and vesting provisions set forth in this Agreement. The Company’s actual performance relative to the performance goals set forth above and the calculation of the Adjusted Award Units shall be determined by the Management Development and Compensation Committee (the “Committee”) of the Board of Directors following the conclusion of the Performance Period. The Committee’s determination shall be final and conclusive for all purposes under this Agreement. The number of Award Units resulting after adjustment as described above will be referred to herein as the “Adjusted Award Units.”
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Sleep Number Corp)
Performance Adjustments. The number of Award Units granted hereunder is subject to adjustment based on the Company’s level of achievement versus annual Net Sales goals and annual NOP goals for the 20__, 20__, and 20__ fiscal years (the “Performance Period”). (For purposes of this Agreement, “NOP” will be defined as Net Operating Income). The Net Sales growth goals and NOP growth goals will be equally weighted. The annual Net Sales and NOP goals and the corresponding performance adjustment multiples are as follows: Threshold 0.5X Target 1.0X Maximum 2.0X * The Company’s Annual Operating Plan (AOP) as approved by the Board of Directors for 20__% __% __% __%
Target 1. The calculation of the “Adjusted Award Units” based on performance versus these annual goals will be determined as follows:0X __% __% __% __%
Maximum 2. 0X __% __% __% __%
(a) The Company’s actual percent achievement of AOP for 20__ or achievement of annual growth for 20__ and 20__ will be measured for each of the two (2) performance measures and for each of the three (3) fiscal years of the Performance Period;
(b) A payout multiple will be determined for each performance goal and for each fiscal year, based on interpolation between the performance goals in the foregoing table (performance relative to a performance goal that is below the threshold for a fiscal year will result in a payout multiple of zero (0) for that performance goal for that fiscal year); and
(c) The mean, or average, of the resulting six (6) payout multiples will be applied to the number of Award Units to determine the number of “Adjusted Award Units.” For example, if the annual Net Sales growth rate achieved for 20__ is 5__%, the multiple for that performance goal for that year will be 1.0X; and if the annual NOP growth rate in achieved for 20__ is 12__%, the multiple for that performance goal for that year will be 2.0X. Similar multiples will be determined for each performance goal and for each of the following fiscal years. The resulting six (6) payout multiples will then be averaged to determine the final payout multiple. This final payout multiple times the number of Award Units originally granted results in the number of Adjusted Award Units that would vest, subject to all of the other proration and vesting provisions set forth in this Agreement. The “Adjusted Award Units” will be subject to reduction for failure to generate Return on Invested Capital (“ROIC”) that exceeds Weighted Average Cost of Capital by at least ___ basis points (“bps”), as outlined in the table below. The measurement will be based on an average of the basis points difference between annual ROIC and WACC for the three fiscal years 20__, 20__, and 20__. 0 bps or lower (i.e., ROIC at or below WACC) -20% of target award __ to __ bps -15% of target award __ to __ bps -10% of target award __ to __ bps -5% of target award __ bps or greater No reduction For the purpose of this calculation, ROIC shall be defined as detailed in the annual 10-K disclosure. For the purpose of this calculation, WACC shall be defined as detailed in Attachment A. The Company’s actual performance relative to the performance goals set forth above and the calculation of the Adjusted Award Units shall be determined by the Management Development and Compensation Committee (the “Committee”) of the Board of Directors following the conclusion of the Performance Period. The Committee’s determination shall be final and conclusive for all purposes under this Agreement. The number of Award Units resulting after adjustment as described above will be referred to herein as the “Adjusted Award Units.”
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Sleep Number Corp)
Performance Adjustments. The number of Award Units granted hereunder is subject to adjustment based on the Company’s level of achievement versus annual Net Sales growth goals and annual NOP growth goals for the 20__, 20__, and 20__ fiscal years (the “Performance Period”). (For purposes of this Agreement, “NOP” will be defined as Net Operating Income). The Net Sales growth goals and NOP growth goals will be equally weighted. The annual Net Sales and growth goals, the annual NOP growth goals and the corresponding performance adjustment multiples are as follows: Threshold __% __% 0.5X Target __% __% 1.0X Maximum 2.0X * The Company’s Annual Operating Plan (AOP) as approved by the Board of Directors for 20__. % __% 2.0X The calculation of the “Adjusted Award Units” based on performance versus these annual growth goals will be determined as follows:
(a) The Company’s actual percent achievement of AOP for 20__ or achievement of annual growth for 20__ and 20__ will be measured for each of the two (2) performance measures goals and for each of the three (3) fiscal years of the Performance Period;
(b) A payout multiple will be determined for each performance goal and for each fiscal year, based on interpolation between the performance goals in the foregoing table (performance relative to a performance goal that is below the threshold for a fiscal year will result in a payout multiple of zero (0) for that performance goal for that fiscal year); and
(c) The mean, or average, of the resulting six (6) payout multiples will be applied to the number of Award Units to determine the number of “Adjusted Award Units.” For example, if the annual Net Sales growth rate achieved for in 20__ is 5__%, the multiple for that performance goal for that year will be 1.0X; and if the annual NOP growth rate in 20__ is 12__%, the multiple for that performance goal for that year will be 2.0X. 1.5X. Similar multiples will be determined for each performance goal and for each of the following fiscal years. The resulting six (6) payout multiples will then be averaged to determine the final payout multiple. This final payout multiple times the number of Award Units originally granted results in the number of Adjusted Award Units that would vest, subject to all of the other proration and vesting provisions set forth in this Agreement. In order to reduce the potential impact of volatility in NOP results, the annual NOP percentage growth rate will not in any case be determined from a base NOP level that is less than 50% of the 20__ NOP level. For example, if 20__ NOP is less than 50% of the 20__ NOP level, then the annual NOP percentage growth rate for 20__ will be determined from a base of 50% of the 20__ NOP level, rather than from the actual 20__ NOP level. The “Adjusted Award Units” will be subject to reduction for failure to generate Return on Invested Capital (“ROIC”) that exceeds Weighted Average Cost of Capital by at least __ basis points (“bps”), as outlined in the table below. The measurement will be based on an average of the basis points difference between annual ROIC and WACC for the three fiscal years 20__, 20__, and 20__. __ bps or lower -20% of target award __ to __ bps -15% of target award __ to __ bps -10% of target award __ to __ bps -5% of target award __ bps or greater No reduction For the purpose of this calculation, ROIC shall be defined as detailed in the annual 10-K disclosure. For the purpose of this calculation, WACC shall be defined as detailed in Attachment A. The Company’s actual performance relative to the performance goals set forth above and the calculation of the Adjusted Award Units shall be determined by the Management Development and Compensation Committee (the “Committee”) of the Board of Directors following the conclusion of the Performance Period. The Committee’s determination shall be final and conclusive for all purposes under this Agreement. The number of Award Units resulting after adjustment as described above will be referred to herein as the “Adjusted Award Units.”
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Sleep Number Corp)
Performance Adjustments. The number of Award Units granted hereunder is subject to adjustment based on the Company’s level of achievement versus annual Net Sales growth goals and annual NOP growth goals for the 20__2019, 20__, 2020 and 20__ 2021 fiscal years (the “Performance Period”). (For purposes of this Agreement, “NOP” will be defined as Net Operating Income). The Net Sales growth goals and NOP growth goals will be equally weighted. The annual Net Sales and growth goals, the annual NOP growth goals and the corresponding performance adjustment multiples are as follows: Threshold 3% 4% 0.5X Target 5% 9% 1.0X Maximum 12% 20% 2.0X * The Company’s Annual Operating Plan (AOP) as approved by the Board of Directors for 20__. The calculation of the “Adjusted Award Units” based on performance versus these annual growth goals will be determined as follows:
(a) The Company’s actual percent achievement of AOP for 20__ or achievement of annual growth for 20__ and 20__ will be measured for each of the two (2) performance measures goals and for each of the three (3) fiscal years of the Performance Period;
(b) A payout multiple will be determined for each performance goal and for each fiscal year, based on interpolation between the performance goals in the foregoing table (performance relative to a performance goal that is below the threshold for a fiscal year will result in a payout multiple of zero (0) for that performance goal for that fiscal year); and
(c) The mean, or average, of the resulting six (6) payout multiples will be applied to the number of Award Units to determine the number of “Adjusted Award Units.” For example, if the annual Net Sales growth rate achieved for 20__ in 2019 is 5%, the multiple for that performance goal for that year will be 1.0X; and if the annual NOP growth rate in 20__ 2019 is 1214.5%, the multiple for that performance goal for that year will be 2.0X. 1.5X. Similar multiples will be determined for each performance goal and for each of the following fiscal years. The resulting six (6) payout multiples will then be averaged to determine the final payout multiple. This final payout multiple times the number of Award Units originally granted results in the number of Adjusted Award Units that would vest, subject to all of the other proration and vesting provisions set forth in this Agreement. In order to reduce the potential impact of volatility in NOP results, the annual NOP percentage growth rate will not in any case be determined from a base NOP level that is less than 50% of the 2018 NOP level. For example, if 2019 NOP is less than 50% of the 2018 NOP level, then the annual NOP percentage growth rate for 2020 will be determined from a base of 50% of the 2018 NOP level, rather than from the actual 2019 NOP level. The Company’s actual performance relative to the performance goals set forth above and the calculation of the Adjusted Award Units shall be determined by the Management Development and Compensation Committee (the “Committee”) of the Board of Directors following the conclusion of the Performance Period. The Committee’s determination shall be final and conclusive for all purposes under this Agreement. The number of Award Units resulting after adjustment as described above will be referred to herein as the “Adjusted Award Units.”
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Sleep Number Corp)
Performance Adjustments. The number of Award Units granted hereunder is subject to adjustment based on the Company’s level of achievement versus annual Net Sales growth goals and annual NOP growth goals for the 20__2019, 20__, 2020 and 20__ 2021 fiscal years (the “Performance Period”). (For purposes of this Agreement, “NOP” will be defined as Net Operating Income). The Net Sales growth goals and NOP growth goals will be equally weighted. The annual Net Sales and growth goals, the annual NOP growth goals and the corresponding performance adjustment multiples are as follows: Threshold 3% 4% 0.5X Target 5% 9% 1.0X Maximum 12% 20% 2.0X * The Company’s Annual Operating Plan (AOP) as approved by the Board of Directors for 20__. The calculation of the “Adjusted Award Units” based on performance versus these annual growth goals will be determined as follows:
(a) The Company’s actual percent achievement of AOP for 20__ or achievement of annual growth for 20__ and 20__ will be measured for each of the two (2) performance measures goals and for each of the three (3) fiscal years of the Performance Period;
(b) A payout multiple will be determined for each performance goal and for each fiscal year, based on interpolation between the performance goals in the foregoing table (performance relative to a performance goal that is below the threshold for a fiscal year will result in a payout multiple of zero (0) for that performance goal for that fiscal year); and
(c) The mean, or average, of the resulting six (6) payout multiples will be applied to the number of Award Units to determine the number of “Adjusted Award Units.” For example, if the annual Net Sales growth rate achieved for 20__ in 2019 is 5%, the multiple for that performance goal for that year will be 1.0X; and if the annual NOP growth rate in 20__ 2019 is 1214.5%, the multiple for that performance goal for that year will be 2.0X. 1.5X. Similar multiples will be determined for each performance goal and for each of the following fiscal years. The resulting six (6) payout multiples will then be averaged to determine the final payout multiple. This final payout multiple times the number of Award Units originally granted results in the number of Adjusted Award Units that would vest, subject to all of the other proration and vesting provisions set forth in this Agreement. In order to reduce the potential impact of volatility in NOP results, the annual NOP percentage growth rate will not in any case be determined from a base NOP level that is less than 50% of the 2018 NOP level. For example, if 2019 NOP is less than 50% of the 2018 NOP level, then the annual NOP percentage growth rate for 2020 will be determined from a base of 50% of the 2018 NOP level, rather than from the actual 2019 NOP level. The “Adjusted Award Units” will be subject to reduction for failure to generate Return on Invested Capital (ROIC) that exceeds Weighted Average Cost of Capital by at least 300 basis points (“bps”), as outlined in the table below. The measurement will be based on an average of the basis points difference between annual ROIC and WACC for the three fiscal years 2019, 2020, and 2021. 0 bps or lower (i.e., ROIC at or below WACC) -20% of target award 1 to 99 bps -15% of target award 100 to 199 bps -10% of target award 200 to 299 bps -5% of target award 300 bps or greater No reduction For the purpose of this calculation, ROIC shall be defined as detailed in the annual 10-K disclosure. For the purpose of this calculation, WACC shall be defined as detailed in Attachment A. The Company’s actual performance relative to the performance goals set forth above and the calculation of the Adjusted Award Units shall be determined by the Management Development and Compensation Committee (the “Committee”) of the Board of Directors following the conclusion of the Performance Period. The Committee’s determination shall be final and conclusive for all purposes under this Agreement. The number of Award Units resulting after adjustment as described above will be referred to herein as the “Adjusted Award Units.”
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Sleep Number Corp)
Performance Adjustments. The number of Award Units granted hereunder is subject to adjustment based on the Company’s level of achievement versus annual Net Sales growth goals and annual NOP growth goals for the 20__, 20__, and 20__ fiscal years (the “Performance Period”). (For purposes of this Agreement, “NOP” will be defined as Net Operating Income). The Net Sales growth goals and NOP growth goals will be equally weighted. The annual Net Sales and growth goals, the annual NOP growth goals and the corresponding performance adjustment multiples are as follows: Threshold 0.5X Target 1.0X Maximum 2.0X * The Company’s Annual Operating Plan (AOP) as approved by the Board of Directors for 20__. The calculation of the “Adjusted Award Units” based on performance versus these annual growth goals will be determined as follows:
(a) The Company’s actual percent achievement of AOP for 20__ or achievement of annual growth for 20__ and 20__ will be measured for each of the two (2) performance measures goals and for each of the three (3) fiscal years of the Performance Period;
(b) A payout multiple will be determined for each performance goal and for each fiscal year, based on interpolation between the performance goals in the foregoing table (performance relative to a performance goal that is below the threshold for a fiscal year will result in a payout multiple of zero (0) for that performance goal for that fiscal year); and
(c) The mean, or average, of the resulting six (6) payout multiples will be applied to the number of Award Units to determine the number of “Adjusted Award Units.” For example, if the annual Net Sales growth rate achieved for in 20__ is 5%, the multiple for that performance goal for that year will be 1.0X; and if the annual NOP growth rate in 20__ is 12%, the multiple for that performance goal for that year will be 2.0X. 1.5X. Similar multiples will be determined for each performance goal and for each of the following fiscal years. The resulting six (6) payout multiples will then be averaged to determine the final payout multiple. This final payout multiple times the number of Award Units originally granted results in the number of Adjusted Award Units that would vest, subject to all of the other proration and vesting provisions set forth in this Agreement. The Company’s actual performance relative In order to reduce the performance goals set forth above and potential impact of volatility in NOP results, the calculation annual NOP percentage growth rate will not in any case be determined from a base NOP level that is less than 50% of the Adjusted Award Units shall 20__ NOP level. For example, if 20__ NOP is less than 50% of the 20__ NOP level, then the annual NOP percentage growth rate for 20__ will be determined by the Management Development and Compensation Committee (the “Committee”) from a base of 50% of the Board of Directors following 20__ NOP level, rather than from the conclusion of the Performance Periodactual 20__ NOP level. The Committee’s determination shall be final and conclusive for all purposes under this Agreement. The number of Award Units resulting after adjustment as described above will be referred to herein as the “Adjusted Award Units.” will be subject to reduction for failure to generate Return on Invested Capital (“ROIC”) that exceeds Weighted Average Cost of Capital by at least 300 basis points (“bps”), as outlined in the table below. The measurement will be based on an average of the basis points difference between annual ROIC and WACC for the three fiscal years 20__, 20__, and 20__. __ bps or lower (i.e., ROIC at or below WACC) -20% of target award __ to __ bps -15% of target award __ to __ bps -10% of target award __ to __ bps -5% of target award __ bps or greater No reduction
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Sleep Number Corp)
Performance Adjustments. The number of Award Units granted hereunder is subject to adjustment based on the Company’s level of achievement versus annual Net Sales goals and annual NOP goals for the 20__, 20__, and 20__ fiscal years (the “Performance Period”). (For purposes of this Agreement, “NOP” will be defined as Net Operating Income). The Net Sales growth goals and NOP growth goals will be equally weighted. The annual Net Sales and NOP goals and the corresponding performance adjustment multiples are as follows: Threshold 0.5X Target 1.0X Maximum 2.0X * The Company’s Annual Operating Plan (AOP) as approved by the Board of Directors for 20__2023. The calculation of the “Adjusted Award Units” based on performance versus these annual goals will be determined as follows:
(a) The Company’s actual percent achievement of AOP for 20__ or achievement of annual growth for 20__ and 20__ will be measured for each of the two (2) performance measures and for each of the three (3) fiscal years of the Performance Period;
(b) A payout multiple will be determined for each performance goal and for each fiscal year, based on interpolation between the performance goals in the foregoing table (performance relative to a performance goal that is below the threshold for a fiscal year will result in a payout multiple of zero (0) for that performance goal for that fiscal year); and
(c) The mean, or average, of the resulting six (6) payout multiples will be applied to the number of Award Units to determine the number of “Adjusted Award Units.” For example, if the annual Net Sales growth rate achieved for 20__ is __5%, the multiple for that performance goal for that year will be 1.0X; and if the annual NOP growth rate in achieved for 20__ is 12%, the multiple for that performance goal for that year will be 2.0X. Similar multiples will be determined for each performance goal and for each of the following fiscal years. The resulting six (6) payout multiples will then be averaged to determine the final payout multiple. This final payout multiple times the number of Award Units originally granted results in the number of Adjusted Award Units that would vest, subject to all of the other proration and vesting provisions set forth in this Agreement. The “Adjusted Award Units” will be subject to reduction for failure to generate Return on Invested Capital (“ROIC”) that exceeds Weighted Average Cost of Capital by at least 300 basis points (“bps”), as outlined in the table below. The measurement will be based on an average of the basis points difference between annual ROIC and WACC for the three fiscal years 20__, 20__, and 20__. __ bps or lower (i.e., ROIC at or below WACC) -20% of target award __ to __ bps -15% of target award __ to __ bps -10% of target award __ to __ bps -5% of target award ___ bps or greater No reduction For the purpose of this calculation, ROIC shall be defined as detailed in the annual 10-K disclosure. For the purpose of this calculation, WACC shall be defined as detailed in Attachment A. The Company’s actual performance relative to the performance goals set forth above and the calculation of the Adjusted Award Units shall be determined by the Management Development and Compensation Committee (the “Committee”) of the Board of Directors following the conclusion of the Performance Period. The Committee’s determination shall be final and conclusive for all purposes under this Agreement. The number of Award Units resulting after adjustment as described above will be referred to herein as the “Adjusted Award Units.”
Appears in 1 contract
Samples: Performance Adjusted Restricted Stock Unit Award Agreement (Sleep Number Corp)