Performance Condition. Notwithstanding the vesting schedule stated in the Award Notification, your Restricted Shares shall not vest unless the Company achieves positive Adjusted Net Earnings in any fiscal year during the term of the Award. “Adjusted Net Earnings” means net earnings determined in accordance with GAAP as publicly reported by the Company for a fiscal year, adjusted to eliminate the following: (1) the cumulative effect of changes in GAAP; (2) gains and losses from discontinued operations; (3) extraordinary gains or losses; and (4) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including merger related charges.
Performance Condition. In addition to the service condition of section 3(a), to become owner of and vested in the shares awarded by section 1 the performance conditions of this section 3(b) must be satisfied, except as provided in section 3(a)(3) in the case of a Change in Control. The performance condition that must be satisfied to become the owner of and vested in 100% of the shares awarded by section 1 is achievement of an annual average total shareholder return of 10.00% or more in the three-year performance period beginning on January 1, 2020 and ending on December 31, 2022 (or on the date of employment termination if employment terminates because of death or disability), which is referred to hereinafter as the “performance period.” Total shareholder return means the change in the closing price of Middlefield common stock on the final trading day of the year over the closing price on the final trading day of the preceding year, divided by the closing price on the final trading day of the preceding year, and taking into account cash dividends during the period. If the annual average total shareholder return for the performance period is positive but less than the goal of 10.00%, the Participant will become owner of and vested in a percentage of the shares awarded by section 1 equal to the percentage achievement of the 10.00% goal. Shares will be rounded to the nearest whole number. No fractional shares will be issued. If the annual average total shareholder return for the performance period is negative, the Participant will forfeit all shares awarded. If the annual average total shareholder return for the performance period exceeds 10.00%, the number of shares awarded will increase based on the percentage excess of average annual total shareholder return over the 10.00% goal, up to a maximum of 125%. Exhibit A contains an illustration of the calculation of average total shareholder return.
Performance Condition. The “Performance Condition” shall be deemed satisfied with respect to each of the “Tranches” of Restricted Shares described below upon the achievement at any time prior to the fifth anniversary of the Effective Date of the corresponding performance hurdle described below, in each case, provided that the Executive is employed with the Company at the time such Performance Condition is met (subject to Section 3(a)(iii)(D) below). For the purposes of this Section 3(a)(i)(B), the Restricted Shares shall be divided into four “Tranches” as follows:
Performance Condition. Subject to the Performance-Vesting Service Condition (as defined in clause (ii) below), the percentage of the Performance-Vesting Series A LTIP Awards specified in the table below shall vest on the first Year-End Trading Date (as defined below) following the Grant Date and on or prior to the Seven-Year End Date that the 10-Day VWAP (as defined below) meets or exceeds the applicable price per share specified below (each, a “Seven-Year Share Price Hurdle”), which first Year-End Trading Date shall be considered the Performance-Vesting Date in respect of the applicable portion of the Performance-Vesting Series A LTIP Awards. “Year-End Trading Date” means the last “Trading Day” (as defined in the Grant Date Articles) of the relevant “Financial Year” (as defined in the Grant Date Articles). “10-Day VWAP” means the Dividend Price (as defined in the Grant Date Articles); provided that (i) the reference therein to the relevant “Dividend Year” shall instead be replaced with a reference to the relevant Financial Year and (ii) the final sentence of the definition of Average Price (as defined in the Grant Date Articles, which term is used in the definition of “Dividend Price”) shall be deleted and replaced with the following sentence: “If the Average Price cannot be calculated for that security on that date on any of the foregoing bases, the Average Price of that security on such date shall be the fair market value as mutually determined in good faith by the Grantee and the Board.” $11.50 25 % $13.50 25 % $15.50 25 % $17.50 25 % For the avoidance of doubt, a Seven-Year Share Price Hurdle need only be satisfied once and, except as set forth in Section 2(e) or 2(f) below, vesting will not occur for any portion of the Performance-Vesting Series A LTIP Awards unless and until the Performance-Vesting Service Condition is also satisfied with respect to such portion of the Performance-Vesting Series A LTIP Awards.
Performance Condition. For the performance period beginning January 1, 2008 and ending on December 31, 2010 or, if earlier, the date of a Change in Control, as defined in the Plan, (the “Performance Period”), the total number of Performance Shares on which the restrictions shall lapse and the total number of shares of Stock (or cash equivalent thereof) that will be issued and/or paid for the Performance Share Unit will be based on the Corporation’s Total Return to Shareholders relative (i) 2/3 to the peer group’s (the “Peer Group’s”) Total Return to Shareholders and (ii) 1/3 to the Standard & Poor’s Financials Index companies (the “Index”) Total Return to Shareholders, provided that the Committee retains negative discretion to reduce or eliminate any and all amounts that would otherwise be payable as provided herein. The list of companies included within the Peer Group is attached hereto as Exhibit A.
Performance Condition. The Award is conditioned upon the Company meeting the income from continuing operations, return on invested capital and relative total stockholder return performance goal targets for the three-year performance period beginning June 1, 2022 and ending May 31, 2025, as set forth in the Plan. If the Company does not meet these performance goal targets at the threshold level set forth in the Plan, the Grantee shall forfeit to the Company all Award Shares. If the Company meets these performance goal targets at or above the threshold level but less than the target level, the Grantee shall forfeit that number of Award Shares as determined under the Plan. If the Company meets these performance goal targets at or above the target level, the number of Award Shares granted shall be as determined under the Plan.
Performance Condition. The Performance Condition is based upon the Company’s ROIC for the 2016 calendar year (the “Performance Period”). Following the end of the Performance Period, but in no event later than March 1, 2017, the Committee shall certify the Company’s ROIC for the 2016 calendar year, and based on the level of ROIC achieved and the table below, shall determine the percentage of Target PSUs that are earned ( the “Earned PSUs”). Maximum 9.5% 200% (the Maximum Shares) Target 5.5% 100% Threshold 1.6% 50%
(i) The percentage of Target PSUs that become Earned PSUs for actual ROIC between the Threshold level and the Target level or between the Target level and the Maximum level shall be determined on a pro rata basis using straight line interpolation. If actual ROIC is less than Threshold, none of the PSUs shall become Earned PSUs and no further rights shall exist under this Agreement. The number of Earned PSUs shall not exceed 200% of Target PSUs.
Performance Condition. The number of PSUs that satisfy the Performance Condition (the “Earned PSUs”) will be based on the Company’s achievement of certain performance goals during the Performance Period, as described on Exhibit A, and may range between 0% and 200% of the target number of PSUs set forth in this Agreement and in Exhibit A.
Performance Condition. In order for the Units to vest, the Company must achieve total revenue of at least $100,000,000 for the Performance Period specified above (such condition to vesting, the “Performance Criteria”). Total revenue for purposes of the Performance Criteria is equal to the sum of net interest income and total noninterest income for the Company.
Performance Condition. The Award is subject to a performance condition established by the Committee for the Company’s first full fiscal year commencing after the Grant Date (the “Performance Period”). Except as set forth in Section 7, as a condition to the receipt of any Shares in settlement of the Award, the Company’s consolidated EBIT for the Performance Period must be equal to or greater than $1 billion (the “Performance Condition”). The Committee shall determine whether the Performance Condition is satisfied as soon as practicable after completion of the Performance Period, but in any event not later than November 30 of the calendar year in which the Performance Period ends (the date the Committee so determines, the “Determination Date”). Except as set forth in Section 7, the Award shall be cancelled and the Executive shall have no rights hereunder if either (a) the Determination Date does not occur or (b) the Committee determines on the Determination Date that the Performance Condition has not been satisfied.
