Common use of Performance Conditions Clause in Contracts

Performance Conditions. The Award is fully conditioned on and subject to performance adjustments, which include the right of the Committee to cause you to forfeit all or any unpaid portion of an Award, if the Committee determines in its sole discretion that: ▪ You engage in misconduct which has or might reasonably be expected to have reputational or other harm to the Company or any conduct that constitutes Cause; ▪ You engage in misconduct or commit a material error that causes or might reasonably be expected to cause significant financial or reputational harm to the Company or your business group; ▪ The Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy; ▪ You improperly or with gross negligence, including in a supervisory capacity, fail to identify, escalate, monitor, or manage, in a timely manner and as reasonably expected, risks material to the Company or your business group; or ▪ The Company or your business group suffers a material downturn in its financial performance or suffers a material failure of risk management. The Committee may consider any factors it determines necessary or appropriate for purposes of making a determination whether a performance adjustment is appropriate and the amount of the adjustment based on the particular facts and circumstances. All determinations by the Committee will be final and binding.

Performance Conditions. The This Award is fully conditioned on and subject to performance adjustments, which include the right of the Committee to cause you to forfeit cancel all or any unpaid portion of an Award, if the Committee determines in its sole discretion that: ▪ You engage in misconduct which has or might reasonably be expected to have reputational or other harm to the Company or any conduct that constitutes Cause; ▪ You engage in misconduct or commit a material error that causes or might reasonably be expected to cause significant financial or reputational harm to the Company or your business group; ▪ The Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy; ▪ You improperly or with gross negligence, including in a supervisory capacity, fail to identify, escalate, monitor, or manage, in a timely manner and as reasonably expected, risks material to the Company or your business group; or ▪ The Company or your business group suffers a material downturn in its financial performance or suffers a material failure of risk management. The Committee may consider any factors it determines necessary or appropriate for purposes of making a determination whether a performance adjustment is appropriate and the amount of the adjustment based on the particular facts and circumstances. All determinations by the Committee will be final and binding.

Performance Conditions. The Award is fully conditioned on and subject to performance adjustments, which include the right of the Committee to cause you to forfeit cancel all or any unpaid portion of an Award, if the Committee determines in its sole discretion that: ▪ ¡ You engage in misconduct which has or might reasonably be expected to have reputational or other harm to the Company or any conduct that constitutes Cause; ▪ ¡ You engage in misconduct or commit a material error that causes or might reasonably be expected to cause significant financial or reputational harm to the Company or your business group; ▪ ¡ The Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy; ▪ ¡ You improperly or with gross negligence, including in a supervisory capacity, fail to identify, escalate, monitor, or manage, in a timely manner and as reasonably expected, risks material to the Company or your business group; or ▪ ¡ The Company or your business group suffers a material downturn in its financial performance or suffers a material failure of risk management. The Committee may consider any factors it determines necessary or appropriate for purposes of making a determination whether a performance adjustment is appropriate and the amount of the adjustment based on the particular facts and circumstances. All determinations by the Committee will be final and binding.]

Performance Conditions. The Award is fully conditioned on and subject to performance adjustments, which include the right of the Committee to cause you to forfeit all or any unpaid portion of an Award, if the Committee determines in its sole discretion that: ▪ You engage in misconduct which has or might reasonably be expected to have reputational or other harm to the Company or any conduct that constitutes Cause; ▪ You engage in misconduct or commit a material error that causes or might reasonably be expected to cause significant financial or reputational harm to the Company or your business group; ▪ The Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy; ▪ You improperly or with gross negligence, including in a supervisory capacity, fail to identify, escalate, monitor, or manage, in a timely manner and as reasonably expected, risks material to the Company or your business group; or ▪ The Company or your business group suffers a material downturn in its financial performance or suffers a material failure of risk management. This Award is also subject to additional performance adjustments, including the forfeiture or cancellation of all or any unpaid portion of the Award, in the Committee’s discretion, based on your role and responsibility for progress on resolving outstanding consent orders and other regulatory matters. The Committee may consider any factors it determines necessary or appropriate for purposes of making a determination whether a performance adjustment is appropriate and the amount of the adjustment based on the particular facts and circumstances. All determinations by the Committee will be final and binding.

Performance Conditions. The This Award is fully conditioned on and subject to performance adjustments, which include the right of the Committee to cause you to forfeit all or any unpaid portion of an Award, if the Committee determines in its sole discretion that: ▪ You engage in misconduct which has or might reasonably be expected to have reputational or other harm to the Company or any conduct that constitutes Cause; ▪ You engage in misconduct or commit a material error that causes or might reasonably be expected to cause significant financial or reputational harm to the Company or your business group; ▪ The Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy; ▪ You improperly or with gross negligence, including in a supervisory capacity, fail to identify, escalate, monitor, or manage, in a timely manner and as reasonably expected, risks material to the Company or your business group; or ▪ The Company or your business group suffers a material downturn in its financial performance or suffers a material failure of risk management. This Award is also subject to additional performance adjustments, including the forfeiture or cancellation of all or any unpaid portion of the Award, in the Committee’s discretion, based on your role and responsibility for progress on resolving outstanding consent orders and other regulatory matters. The Committee may consider any factors it determines necessary or appropriate for purposes of making a determination whether a performance adjustment is appropriate and the amount of the adjustment based on the particular facts and circumstances. All determinations by the Committee will be final and binding.

Performance Conditions. The This Award is fully conditioned on and subject to performance adjustments, which include the right of the Committee to cause you to forfeit cancel all or any unpaid portion of an Award, if the Committee determines in its sole discretion that: ▪ ¡ You engage in misconduct which has or might reasonably be expected to have reputational or other harm to the Company or any conduct that constitutes Cause; ▪ ¡ You engage in misconduct or commit a material error that causes or might reasonably be expected to cause significant financial or reputational harm to the Company or your business group; ▪ ¡ The Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy; ▪ ¡ You improperly or with gross negligence, including in a supervisory capacity, fail to identify, escalate, monitor, or manage, in a timely manner and as reasonably expected, risks material to the Company or your business group; or ▪ ¡ The Company or your business group suffers a material downturn in its financial performance or suffers a material failure of risk management. The Committee may consider any factors it determines necessary or appropriate for purposes of making a determination whether a performance adjustment is appropriate and the amount of the adjustment based on the particular facts and circumstances. All determinations by the Committee will be final and binding.]

Performance Conditions. The Award is fully conditioned on and subject to performance adjustments, which include the right of the Committee to cause you to forfeit cancel all or any unpaid portion of an Award, if the Committee determines in its sole discretion that: ▪ You engage in misconduct which has or might reasonably be expected to have reputational or other harm to the Company or any conduct that constitutes Cause; ▪ You engage in misconduct or commit a material error that causes or might reasonably be expected to cause significant financial or reputational harm to the Company or your business group; ▪ The Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy; ▪ You improperly or with gross negligence, including in a supervisory capacity, fail to identify, escalate, monitor, or manage, in a timely manner and as reasonably expected, risks material to the Company or your business group; or ▪ The Company or your business group suffers a material downturn in its financial performance or suffers a material failure of risk management. The Committee may consider any factors it determines necessary or appropriate for purposes of making a determination whether a performance adjustment is appropriate and the amount of the adjustment based on the particular facts and circumstances. All determinations by the Committee will be final and binding.