Performance Determinations Clause Samples
The Performance Determinations clause establishes the process and criteria by which a party’s fulfillment of contractual obligations is assessed. Typically, this clause outlines who has the authority to evaluate performance, the standards or benchmarks to be used, and the procedures for resolving disputes over whether obligations have been met. For example, it may specify that an independent third party or the client will review deliverables against agreed specifications. The core function of this clause is to ensure objective and transparent evaluation of performance, thereby reducing ambiguity and potential conflicts regarding whether contractual duties have been properly completed.
Performance Determinations. (a) Subject to the other terms and conditions contained in this Agreement, prior to or during each Measurement Period, the Company will adopt a schedule setting forth for such Measurement Period potential ranges of the Company’s Financial Metrics (which may be an absolute dollar or other value for such period, or growth percentage relative to a prior period, as the Company may determine). If the Participant is employed with the Company or its Affiliates at the completion of the Performance Period, then following completion of the Performance Period the Company will determine the Total Award, calculated as the number (rounded down to the nearest whole PSU) equal to the product of (i) the Target Award plus any Dividend Equivalent PSUs and (ii) the Final Payout Percentage.
(b) If the Participant’s employment with the Company or its Affiliates has terminated on or after January 1st of the fiscal year of the Grant Date but prior to the end of the Performance Period due to death or Disability, then as soon as administratively feasible (in the Committee’s sole discretion) following such termination the Company will determine the Total Award, calculated as the number (rounded down to the nearest whole PSU) equal to the product of (i) the Target Award plus any Dividend Equivalent PSUs and (ii) the Final Payout Percentage.
(c) If the Participant’s employment with the Company and its Affiliates has terminated on or after January 1st of the fiscal year of the Grant Date but prior to the end of the Performance Period due to retirement, then following completion of the Performance Period the Company will determine the Total Award, calculated as the number (rounded down to the nearest whole PSU) equal to the product of (i) the Target Award plus any Dividend Equivalent PSUs and (ii) the Final Payout Percentage.
(d) If, in connection with a Change in Control, the successor company, or a parent of the successor company, in the Change in Control does not agree to assume, replace, or substitute the PSUs granted hereunder (as of the consummation of such Change in Control) with PSUs on substantially identical terms, as determined by the Committee, then as of immediately prior to such Change in Control, the Company will determine the Total Award, calculated as the number (rounded down to the nearest whole PSU) equal to the product of (i) the Target Award plus any Dividend Equivalent PSUs and (ii) the Final Payout Percentage.
(e) For purposes of this Agreement:
Performance Determinations. (a) Following completion of the Performance Period (or, if the Participant’s employment has terminated any time after the Grant Date due to death or Disability, as soon as administratively feasible (in the Committee’s sole discretion) following such termination), the Company will determine the Total Award, calculated as follows:
(i) Except as provided in paragraph (ii) or (iii) below, the number (rounded down to the nearest whole PSU) equal to the product of (A) the Target Award plus any Dividend Equivalent PSUs and (B) the Final Payout Percentage;
(ii) if the Participant’s employment has terminated in the manner described in Section 2(b), the Total Award shall be calculated as the number (rounded down to the nearest whole PSU) equal to the product of (A) the Target Award plus any Dividend Equivalent PSUs, (B) the Final Payout Percentage, and (C) the Prorated Percentage; and
(iii) if the Participant’s employment has terminated in the manner described in Section 2(c), the Total Award shall be calculated as the number (rounded down to the nearest whole PSU) equal to the sum of the Target Award plus any Dividend Equivalent PSUs.
(b) In the event of a Change in Control:
(i) if the Award is not continued, substituted or assumed (in accordance with Section 12 of the Plan) in a manner such that the securities underlying the Award following the Change in Control are traded on a “liquid market” (i.e., the Nasdaq Global Market, the New York Stock Exchange or a comparable international market in which the Participant is able to readily and without administrative complexity sell shares underlying the award, as reasonably determined by the Board) (a “Permitted Assumption”), then the Award shall become fully vested and the Payout Date shall be immediately prior to the Change in Control, with the Performance Goals deemed satisfied at the target level; or
(ii) if the Award is subject to a Permitted Assumption in connection with the Change in Control, then the Performance Goals shall be deemed satisfied at the target level, and the service requirement shall continue in accordance with, and subject to, the terms of the Award.
(c) For purposes of this Agreement:
Performance Determinations. The actual number of PSUs that shall vest on the applicable Vesting Date for each Performance Period shall be determined from the following tables. Results between specified performance levels will be determined using straight-line interpolation.
Performance Determinations. (a) If the Participant is employed with EMI or the Company and its Affiliates at the completion of the Performance Period, then following completion of the Performance Period the Company will determine the amount of the Total Award payable to the Participant based on Exhibit A.
(b) [Reserved.]
(c) If, in connection with a Change in Control, the successor company, or a parent of the successor company, in the Change in Control does not agree to assume, replace, or substitute the PSUs granted hereunder (as of the consummation of such Change in Control) with PSUs on substantially identical terms, as determined by the Committee, then as of immediately prior to such Change in Control, the Company will determine the Total Award, calculated based on the Target Award.
(d) Payment of awards shall be made on a date (the “Payment Date”) as soon as administratively practicable following the completion of the Performance Period (the “Vesting Date”). On the Payment Date, the Participant shall be entered as the stockholder of record for the number of PSUs covered by the Award which the Committee determines, in writing, have been earned and certified pursuant to Exhibit A, and which have vested pursuant to the terms and conditions of this Agreement. If the Participant is deemed a Specified Employee at the time of the Vesting Date, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such payment will be delayed until the earlier of the date that is six months following the Vesting Date and the Participant’s death.
(e) Except as may be otherwise provided in this Agreement, at no time prior to such Vesting Date shall the Participant be deemed for any purpose to be the owner of shares of Common Stock in connection with an Award and the Participant shall have no right prior to applicable Vesting Dates to vote Shares in respect of the Award. The Participant will not have any rights of a shareholder of the Company with respect to the PSUs until the delivery of the underlying Shares. The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Participant will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.
(f) All determinations with respect to the Award or this Agreement by the Comp...
Performance Determinations. The actual number of PSUs that shall vest on the applicable Vesting Date for each Performance Period shall be determined from the following tables. Results between specified performance levels will be determined using straight-line interpolation. Performance Period Ending: [______________] Vesting Date: [______________] Threshold [______________] [__]% of Target PSUs available for vesting Target [______________] [__]% of Target PSUs available for vesting Maximum [______________] [__]% of Target PSUs available for vesting Performance Period Ending: [______________] Vesting Date: [______________] Threshold [______________] [__]% of Target PSUs available for vesting Target [______________] [__]% of Target PSUs available for vesting Maximum [______________] [__]% of Target PSUs available for vesting Performance Period Ending: [______________] Vesting Date: [______________] Threshold [______________] [__]% of Target PSUs available for vesting Target [______________] [__]% of Target PSUs available for vesting Maximum [______________] [__]% of Targets PSUs available for vesting
Performance Determinations. (a) Prior to or during each Measurement Period, the Company will adopt a schedule setting forth for such Measurement Period potential ranges of the Company's EPS growth relative to the prior fiscal year's EPS. Following completion of the Performance Period (or, if Participant's employment has terminated after the first Measurement Period within the Performance Period due to death or Disability, as soon as administratively feasible (in the Committee's sole discretion) following such termination), the Company will determine the Total Award, calculated as the number (rounded down to the nearest whole PSU) equal to the product of (i) the Target Award plus any Dividend Equivalent PSUs and (ii) the Final Payout Percentage; provided, that if Participant's employment has terminated in the manner described in Section 2(b), the Total Award shall be calculated as the number (rounded down to the nearest whole PSU) equal to the product of (i) the Target Award plus any Dividend Equivalent PSUs, (ii) the Final Payout Percentage, and (iii) the Pro-Rata Percentage.
(b) For purposes of this Agreement:
Performance Determinations. (a) Prior to or during each Measurement Period, the Company will adopt a schedule setting forth for such Measurement Period XXXX. Following completion of the Performance Period (or, if Participant’s employment has terminated after the first Measurement Period within the Performance Period due to death or Disability, as soon as administratively feasible (in the Committee’s sole discretion) following such termination), the Company will determine the Total Award, calculated as the number (rounded down to the nearest whole PSU) equal to the product of (i) the Target Award plus any Dividend Equivalent PSUs and (ii) the Final Payout Percentage; provided, that if Participant’s employment has terminated in the manner described in Section 2(b), the Total Award shall be calculated as the number (rounded down to the nearest whole PSU) equal to the product of (i) the Target Award plus any Dividend Equivalent PSUs, (ii) the Final Payout Percentage, and (iii) the Pro-Rata Percentage.
(b) For purposes of this Agreement:
Performance Determinations. A determination on qualifying performance for either an ALOC or career ladder promotion will be made after completion of the one (1) year or other relevant period.
Performance Determinations. The actual number of PSUs that shall vest on the applicable Vesting Date for each Performance Period shall be determined from the following tables. Results between specified performance levels will be determined using straight-line interpolation. Performance Period Ending/Vesting Date [ ] Description Payout Threshold [ ] [ ]% of Target PSUs to vest Target [ ] [ ]% of Target PSUs to vest Maximum [ ] [ ]% of Target PSUs to vest Performance Period Ending/Vesting Date [ ] Description Payout Threshold [ ] [ ]% of Target PSUs to vest Target [ ] [ ]% of Target PSUs to vest Maximum [ ] [ ]% of Target PSUs to vest Performance Period Ending/Vesting Date [ ] Description Payout Threshold [ ] [ ]% of Target PSUs to vest Target [ ] [ ]% of Target PSUs to vest Maximum [ ] [ ]% of Target PSUs to vest