Common use of Performance Criteria and Attainment Levels Clause in Contracts

Performance Criteria and Attainment Levels. (a) Except as otherwise set forth in this Award Agreement, the attainment level under this Restricted Stock Unit Award will be determined during the first 60 days of the calendar year immediately following the end of the Performance Period based on the Performance Metrics indicated in the attached Schedule. (b) Subject to the terms of any employment, executive or similar agreement between the Company and Awardee, upon an Acquisition that occurs prior to the end of the Performance Period, the provisions of Section 3(d) of the Plan shall apply; provided, however, that any determination by the Committee or Board in its discretion that the Award shall be deemed earned as of the Acquisition or Change in Control based on the actual achievement of the performance metric as of the Acquisition or Change in Control, and/or the vesting of the Award shall accelerate, shall provide that the actual achievement of the Award as of the Acquisition or Change in Control shall be the maximum level of achievement such that Awardee shall earn, and/or shall immediately vest in the CIC Percentage (as defined below) of the Target Award as of the Acquisition or Change in Control. (c) As used in this Award Agreement, the following terms shall have the following respective meanings:

Performance Criteria and Attainment Levels. (a) Except as otherwise set forth in this Award AgreementSections 2(b) and 4(c) below, the attainment level under this Restricted Stock Unit Award (i.e., each of the Interim RSUs and the Performance Period RSUs) will be determined during the first 60 days of the calendar year immediately following the end of the Interim Performance Period and Performance Period, as applicable, and will be based on the Interim Performance Metrics Metric for the Interim Performance Period and the Full Performance Metric for the Performance Period, as indicated in the attached ScheduleSchedules. (b) Subject to the terms of any employment, executive or similar agreement between the Company and Awardee, upon an Acquisition that occurs prior to the end of the Performance Period, the provisions of Section 3(d) of the Plan shall apply; provided, however, that any determination by the Committee or Board in its discretion that the Award shall be deemed earned as of the Acquisition or Change in Control based on the actual or target achievement of the performance metric as of the Acquisition or Change in Control, and/or the vesting of the Award shall accelerate, shall provide that the actual achievement of the Award as of the Acquisition or Change in Control shall be the maximum level of achievement such that Awardee shall earn, and/or shall immediately vest in the CIC Percentage (as defined below) of the unvested portion of the Target Award as of the Acquisition or Change in Control. (c) As used in this Award Agreementherein, the following terms shall have the following respective meanings: