Performance Contingencies Sample Clauses

Performance Contingencies. The “Performance Contingencies” for this Award include two performance measures: EPS Growth and Portfolio Development as specified below: EPS Growth – EPS Growth is measured as the average of the annual earnings per share of Common Stock for the Company’s fiscal years 2009, 2010 and 2011. The Threshold, Target, and High Performance levels of performance and performance contingent restricted stock (PCRS) as to which restrictions may lapse are as follows: Level of Performance Average of $ per share or above Average of $ per share or above Average of $ per share or above Number of PCRS as to which restrictions lapse [1/3 of PCRS in grant x 80%] [2/3 of PCRS in grant x 80%] [# of PCRS in grant x 80%] Portfolio Development – Portfolio Development is measured by organic earnings (other than Laclede Energy Resources or Laclede Gas Company) and/or investments or acquisitions made in new businesses entered into within the Performance Period. The Threshold, Target and High Performance levels of performance and PCRS as to which restrictions may lapse are as follows: Level of Performance Investment of $ million or earnings added of $ per share or above Investment of $ million or earnings added of $ per share or above Investment of $ million or earnings added of $ per share or above Number of PCRS as to which restrictions lapse [1/3 of PCRS in grant x 20%] [2/3 of PCRS in grant x 20%] [# of PCRS in grant x 20%] Total Shareholder Return for the Company or for a comparator company shall be calculated as follows: Average share price for the 7/1/2011 – 9/30/2011 quarter + value of reinvested dividends = Total end of performance period value – average share price for the 7/1/2008 – 9/30/2008 quarter = Total value created in performance period ÷ average share price for the 7/1/2008 – 9/30/2008 quarter = Total Shareholder Return
Sample 1
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Performance Contingencies. (i) Customer's obligation to purchase (or in the case of Software, license) any Product, Software and/or Services under this Agreement shall be subject to the Product having successfully passed a test ("Test"), the scope of the Test being limited to demonstrating the Product's compliance with the Specifications in Attachment B. The terms of the Test shall be mutually agreed between Customer and Avici within [CONFIDENTIAL TREATMENT REQUESTED]/*/ from the Effective Date. Avici shall be responsible for preparing and submitting to Customer the initial, proposed version of the Test. The Test will be conducted [CONFIDENTIAL TREATMENT REQUESTED]/*/ utilizing a Product installed by Avici, [CONFIDENTIAL TREATMENT REQUESTED]/*/ (ii) Within [CONFIDENTIAL TREATMENT REQUESTED]/*/ from agreement upon the Test, Avici shall provide Customer written notice indicating that the Test Unit is ready for testing ("Notice of Readiness to Test") and shall contain a proposed schedule for conducting the Test, indicating proposed dates and times. Within [CONFIDENTIAL TREATMENT REQUESTED]/*/ from receipt of the Notice for Readiness to Test, Customer and Avici shall agree upon a schedule for conducting the Test ("Test Schedule") which schedule shall provide for the Test to be conducted by no later than [CONFIDENTIAL TREATMENT REQUESTED]/*/. Within [CONFIDENTIAL TREATMENT REQUESTED]/*/of completion of the initial Test, Customer shall advise Avici, in writing, if the Test Unit has (X) successfully performed or (Y) failed to successfully perform the Test. (iii) Should the Test Unit fail to successfully perform the initial Test, then Avici shall, for a period of [CONFIDENTIAL TREATMENT REQUESTED]/*/ following the notice from Customer that the Test Unit has failed to successfully perform the Initial Test, have the right to carry out any repairs or modifications to the Test Unit Avici deems appropriate and upon notice from Avici that the Test Unit is ready for re-testing, reperform the Test subject to a schedule Mutually agreed between the parties within [CONFIDENTIAL TREATMENT REQUESTED]/*/ of the notice from Avici that Avici is really to reperform the Test. Customer shall promptly notify Avici, in writing, of the results of any such retesting. Avici shall have, during the [CONFIDENTIAL TREATMENT REQUESTED]/*/ period described in this clause (iii), the right to reperform the Test more than once. (iv) Within [CONFIDENTIAL TREATMENT REQUESTED]/*/ of successful completion of the Test, Customer...
Sample 1
Performance Contingencies. Purchaser's obligation to Close this transaction and purchase the Premises shall be contingent upon the satisfaction or waiver by Purchaser of those contingencies set forth in Exhibit "C" attached hereto and made a part hereof ("Performance Contingencies"). All Performance Contingencies set forth in Exhibit "C" shall remain in force and effect for the specific period of time ("Contingency Period") identified in Exhibit "C". In the event a Performance Contingency is not satisfied in the manner and within the Contingency Period set forth in Exhibit "C", Purchaser may, within five (5) business days following the expiration of the Contingency Period, give written notice to Seller identifying Purchaser's inability to satisfy such condition and expressly terminating this Agreement as a result thereof ("Contingency Termination Notice"). In the event Purchaser serves a Contingency Termination Notice upon Seller in a timely fashion this Agreement shall thereupon terminate and be of no further force or effect. Failure of Purchaser to serve Seller with a Contingency Termination Notice prior to the expiration of the Contingency Period for any applicable Performance Contingency shall constitute the irrevocable waiver of such Performance Contingency by Purchaser. In the event a Contingency Termination Notice is given under the Due Diligence Performance Contingency, the Initial Earnxxx Xxxey and accrued interest shall be refunded to Purchaser. In the event a Contingency Termination Notice is given under the Governmental Approval Performance Contingency, the Deposit shall not be refunded to Purchaser except as otherwise expressly provided in Section 3.02 of this Agreement.
Sample 1
Performance Contingencies. Notwithstanding anything herein to the contrary, Purchaser’s obligation to close this transaction and purchase the Premises shall be contingent upon the satisfaction or waiver by Purchaser of those contingencies set forth in Exhibit B, attached hereto and made a part hereof (“Performance Contingencies”). All Performance Contingencies set forth in Exhibit B shall remain in force and effect for the respective specific periods of time (“Performance Contingency Periods”) identified
Sample 1
Performance Contingencies. Pursuant to Section 6 of this Agreement, the obligation of Purchaser to close on the sale and purchase of the Premises shall be expressly conditioned upon the satisfaction or waiver by Purchaser following Performance Contingencies:
Sample 1
Performance Contingencies. The “Performance Contingencies” for this Award include two performance measures: EPS Growth and Portfolio Development as specified below: EPS Growth – EPS Growth is measured as the average of the annual earnings per share of Common Stock for the Company’s fiscal years 2010, 2011, and 2012. The Threshold, Target, and High Performance levels of performance and performance contingent restricted stock (PCRS) as to which restrictions may lapse are as follows:
Sample 1
Performance Contingencies of Units vest when (1) the Executive completes two years of employment with the Company and (2) the Company’s average stock price for any period of consecutive three months beginning on or after December 1, 2011 exceeds by 10% the average stock price for the three-month period of September 1, 2011 through November 30, 2011.
Sample 1
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Performance Contingencies. The “Performance Contingencies” for this Award include three performance measures: LER Expansion, Restructure Propane Storage and Succession Management as specified below:
Sample 1

Related to Performance Contingencies

  • Performance Conditions The Shares shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Controller of the Company and the Compensation Committee of the Board of Directors of the Company shall certify whether, and to what extent, the Performance Criteria have been achieved. If the minimum performance is not met, no Shares shall be issued and the Award shall be forfeited.

  • 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 Goals A. The Trust and State Street have developed mutually acceptable performance goals dated March 1, 2011 , and as may be amended from time to time, regarding the manner in which they expect to deliver and receive the services under this Agreement (hereinafter referred to as “Service Level Agreement”). The parties agree that such Service Level Agreement reflects performance goals and any failure to perform in accordance with the provisions thereof shall not be considered a breach of contract that gives rise to contractual or other remedies. It is the intention of the parties that the sole remedy for failure to perform in accordance with the provisions of the Service Level Agreement, or any dispute relating to performance goals set forth in the Service Level Agreement, will be a meeting of the parties to resolve the failure pursuant to the consultation procedure described in Sections V. B. and V.C. below. Notwithstanding the foregoing, the parties hereby acknowledge that any party’s failure (or lack thereof) to meet the provisions of the Service Level Agreement, while not in and of itself a breach of contract giving rise to contractual or other remedies, may factor into the Trust’s reasonably determined belief regarding the standard of care exercised by State Street hereunder.

  • Performance Criteria The Performance Criteria are set forth in Exhibit A to this Agreement.

  • Performance Expectations The Charter School’s performance in relation to the indicators, measures, metrics and targets set forth in the CPF shall provide the basis upon which the SCSC will decide whether to renew the Charter School’s Charter Contract at the end of the charter term. This section shall not preclude the SCSC from considering other relevant factors in making renewal decisions.

  • Performance Excused The Affected Party, to the extent rendered unable to perform its obligations or part thereof under this Agreement as a consequence of the Force Majeure Event shall be excused from performance of the obligations. Provided that, the excuse from performance shall be of no greater scope and of no longer duration than is reasonably warranted by the Force Majeure Event. Provided further, nothing contained herein shall absolve the Affected Party from any payment obligations accrued prior to the occurrence of the underlying Force Majeure Event.

  • Performance Targets Threshold, target and maximum performance levels for each performance measure of the performance period are contained in Appendix B.

  • PERFORMANCE OBJECTIVES 4.1 The Performance Plan (Annexure A) sets out- 4.1.1 the performance objectives and targets that must be met by the Employee; and 4.1.2 the time frames within which those performance objectives and targets must be met. 4.2 The performance objectives and targets reflected in Annexure A are set by the Employer in consultation with the Employee and based on the Integrated Development Plan, Service Delivery and Budget Implementation Plan (SDBIP) and the Budget of the Employer, and shall include key objectives; key performance indicators; target dates and weightings. 4.2.1 The key objectives describe the main tasks that need to be done. 4.2.2 The key performance indicators provide the details of the evidence that must be provided to show that a key objective has been achieved. 4.2.3 The target dates describe the timeframe in which the work must be achieved. 4.2.4 The weightings show the relative importance of the key objectives to each other. 4.3 The Employee’s performance will, in addition, be measured in terms of contributions to the goals and strategies set out in the Employer’s Integrated Development Plan.

  • Performance Levels (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

  • Performance Goal (a) Subject to the following sentence, the Performance Goal is set out in Appendix A hereto, which Appendix A is incorporated by reference herein and made a part hereof. Notwithstanding the foregoing, the provisions of Section 13 or any other provision of this Agreement to the contrary, the Committee reserves the right to unilaterally change or otherwise modify the Performance Goal in any manner whatsoever (including substituting a new Performance Goal). If the Committee exercises such discretionary authority to any extent, the Committee shall provide the Grantee with a new Appendix A in substitution for the Appendix A attached hereto, and such new Appendix A and the Performance Goal set out therein (rather than the Appendix A attached hereto and the Performance Goal set out therein) shall in all events apply for all purposes of this Agreement. (b) Depending upon the extent, if any, to which the Performance Goal has been achieved, and subject to compliance with the requirements of Section 4, each PSU shall entitle the Grantee to receive, at such time as is determined in accordance with the provisions of Section 5, between 0 and 2.0 Shares for each PSU. The Committee shall, as soon as practicable following the last day of the Performance Period, certify (i) the extent, if any, to which, in accordance with Appendix A, the Performance Goal has been achieved with respect to the Performance Period and (ii) the number of whole and/or partial Shares, if any, which, subject to compliance with the vesting requirements of Section 4, the Grantee shall be entitled to receive with respect to each PSU (with such number of whole and/or partial Shares being hereafter referred to as the “Share Delivery Factor”). Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

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