Common use of Performance-Based Right to Payment Clause in Contracts

Performance-Based Right to Payment. (a) The number of Shares that shall be issued pursuant to the Performance Share Units shall be determined based on the Company's achievement of Performance Goals as set forth on Exhibit A. On the Determination Date, the Committee in its sole discretion shall determine and certify whether and to what extent the Performance Goals as set forth on Exhibit A have been attained. The payment of Shares with respect to Executive's Performance Share Units is contingent on the attainment of the Performance Goals as set forth on Exhibit A. Accordingly, Executive will not become entitled to payment with respect to the Performance Share Units subject to this Agreement unless and until the Committee determines that the Performance Goals set forth on Exhibit A have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Agreement, Executive shall be entitled to payment of that portion of the Performance Share Units as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion) as set forth on Exhibit A. Furthermore, except as otherwise set forth in Section 2.3, in order to be entitled to payment with respect to any Performance Share Units, Executive must be employed by the Company through the end of the Performance Period. (b) On the Payment Date, the Company shall deliver to Executive a number of Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of Performance Share Units subject to this award that are payable pursuant to the achievement of the Performance Goals set forth on Exhibit A.

Performance-Based Right to Payment. (a) The number of Shares that shall be issued pursuant to the Performance Share Units Award shall be determined based on the Company's ’s achievement of Performance Goals performance goals as set forth on Exhibit A. A (the “Performance Goals”). On the Determination Date, the Committee in its sole discretion shall determine and certify whether and you are entitled to what extent payment with respect to all or a portion of your Performance Awards subject to this Award Agreement. Except as otherwise provided in your Employment Agreement, the Performance Goals as set forth on Exhibit A have been attained. The payment of Shares with respect to Executive's your Performance Share Units Awards is contingent on the attainment of the Performance Goals as set forth on Exhibit A. Goals. Accordingly, Executive unless otherwise provided in your Employment Agreement, you will not become entitled to payment with respect to the Performance Share Units Awards subject to this Award Agreement on the Determination Date unless and until the Committee determines that the Performance Goals set forth on Exhibit A with respect to the Determination Date have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, Executive you shall be entitled have the right to payment of that portion percentage of the Performance Share Units this Award as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion) as set forth on Exhibit A. A; provided, however, that, notwithstanding a determination by the Committee that Performance Goals with respect to the Determination Date have been attained, and notwithstanding anything set forth in your Employment Agreement, the Committee may, in its sole discretion, reduce or eliminate the number of Shares that would otherwise become payable with respect to the Performance Awards upon attainment of such Performance Goals. Furthermore, pursuant to Section 4 and except as otherwise set forth provided in Section 2.3your Employment Agreement, in order to be entitled to payment with respect to any Performance Share UnitsAwards on the Determination Date, Executive you must be employed by the Company through or an Affiliate on the end of the Performance PeriodDetermination Date. (b) On the Payment Date, the Company shall deliver to Executive a number of Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of Performance Share Units subject to this award that are payable pursuant to the achievement of the Performance Goals set forth on Exhibit A.