Common use of Performance Goal; Earned Shares Clause in Contracts

Performance Goal; Earned Shares. (a) The number of Performance Shares earned by the Participant for the Performance Period will be determined by the Administrator at the end of the Performance Period based on the level of achievement of the Performance Goal in accordance with Exhibit A. Subject to the terms of this Agreement, if the threshold level of the Performance Goal is not reached for the Performance Period, the Award and the Participant’s right to receive any Performance Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. All determinations of whether the Performance Goal has been achieved, the number of Performance Shares earned by the Participant, and all other matters related to this Section 3 shall be made by the Administrator in its sole discretion. (b) Promptly following completion of the Performance Period, and in any event within two and one-half (2 1⁄2) months following the end of the Performance Period, (a) the Administrator will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of Performance Shares that the Participant has earned and that are to be issued by the Company, rounded to the nearest whole share (the “Earned Shares”), (b) the Company shall issue or cause to be issued in the name of the Participant the number of Earned Shares, if any, and (c) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Administrator’s written certification (the “Settlement Date”). Such written certification of the Administrator shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.

Performance Goal; Earned Shares. (a) 3.1 The number of Performance Shares shares of the Company’s Common Stock earned by the Participant Grantee for the Performance Period will be determined by the Administrator at the end of the Performance Period based on the level of achievement of the Performance Goal in accordance with Exhibit A. The Committee shall have the authority to adjust or modify the calculation of the Performance Goal for the Performance Period in order to prevent the diminution or enlargement of the rights of the Grantee based on the following events: (a) asset write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (d) any reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor or pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report on Form 10-K for the applicable year; (f) acquisitions or divestitures; (g) any other specific unusual or nonrecurring events, or objectively determinable category thereof; and (h) a change in the Company’s fiscal year. Subject to the terms of this Agreement, if the threshold level of the Performance Goal is not reached for the Performance Period, the Award and the ParticipantGrantee’s right to receive any Performance Shares shares of the Company’s Common Stock pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. All determinations of whether the Performance Goal has been achieved, the number of Performance Shares shares of the Company’s Common Stock earned by the ParticipantGrantee, and all other matters related to this Section 3 shall be made by the Administrator Committee in its sole discretion. (b) 3.2 Promptly following completion of the Performance Period, and in any event within two and one-half (2 1⁄22½) months following the end of the Performance Period, (a) the Administrator Committee will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of Performance Shares shares of the Company’s Common Stock that the Participant Grantee has earned and that are to be issued by the Company, rounded to the nearest whole share (the “Earned Shares”), (b) the Company shall issue or cause to be issued in the name of the Participant Grantee the number of shares of the Company’s Common Stock equal to the number of Earned Shares, if any, and (c) the Company shall enter the ParticipantGrantee’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the AdministratorCommittee’s written certification (the “Settlement Certification Date”). Such written certification of the Administrator Committee shall be final, conclusive and binding on the ParticipantGrantee, and on all other persons, to the maximum extent permitted by law. 3.3 Except as provided in Section 4 or 5 of this Agreement, if the Grantee’s Continuous Service terminates for any reason prior to the last day of the Performance Period, the Award and the Grantee’s right to receive any Earned Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period.

Performance Goal; Earned Shares. (a) 3.1 The number of Performance Shares shares of the Company’s Common Stock earned by the Participant Grantee for the Performance Period will be determined by the Administrator at the end of the Performance Period based on the level of achievement of the Performance Goal in accordance with Exhibit A. Subject to the terms of this Agreement, if the threshold level of the Performance Goal is not reached for the Performance Period, the Award and the ParticipantGrantee’s right to receive any Performance Shares shares of the Company’s Common Stock pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. All determinations of whether the Performance Goal has been achieved, the number of Performance Shares shares of the Company’s Common Stock earned by the ParticipantGrantee, and all other matters related to this Section 3 shall be made by the Administrator Committee in its sole discretion. (b) 3.2 Promptly following completion of the Performance Period, and in any event within two and one-half (2 1⁄2½) months following the end of the Performance Period, (a) the Administrator Committee will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of Performance Shares shares of the Company’s Common Stock that the Participant Grantee has earned and that are to be issued by the Company, rounded to the nearest whole share (the “Earned Shares”), (b) the Company shall issue or cause to be issued in the name of the Participant Grantee the number of shares of the Company’s Common Stock equal to the number of Earned Shares, if any, which Earned Shares shall be subject to the terms, conditions and restrictions set forth in this Agreement, including the vesting provisions set forth in Section 4 of this Agreement and (c) the Company shall enter the ParticipantGrantee’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the AdministratorCommittee’s written certification (the “Settlement Certification Date”), subject to the provisions of Section 4 of this Agreement. Such written certification of the Administrator Committee shall be final, conclusive and binding on the ParticipantGrantee, and on all other persons, to the maximum extent permitted by law. 3.3 Except as provided in Section 5 of this Agreement, if the Grantee’s Continuous Service terminates for any reason prior to the last day of the Performance Period, the Award and the Grantee’s right to receive any Earned Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period.

Performance Goal; Earned Shares. (a) 3.1 The number of Performance Shares shares of the Company’s Common Stock earned by the Participant Grantee for the Performance Period will be determined by the Administrator at the end of the Performance Period based on the level of achievement of the Performance Goal in accordance with Exhibit A. The Committee shall have the authority to adjust or modify the calculation of the Performance Goal for the Performance Period in order to prevent the diminution or enlargement of the rights of the Grantee based on the following events: (a) asset write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (d) any reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor or pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report on Form 10-K for the applicable year; (f) acquisitions or divestitures; (g) any other specific unusual or nonrecurring events, or objectively determinable category thereof; and (h) a change in the Company’s fiscal year. Subject to the terms of this Agreement, if the threshold level of the Performance Goal is not reached for the Performance Period, the Award and the ParticipantGrantee’s right to receive any Performance Shares shares of the Company’s Common Stock pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. All determinations of whether the Performance Goal has been achieved, the number of Performance Shares shares of the Company’s Common Stock earned by the ParticipantGrantee, and all other matters related to this Section 3 shall be made by the Administrator Committee in its sole discretion. (b) 3.2 Promptly following completion of the Performance Period, and in any event within two and one-half (2 1⁄22½) months following the end of the Performance Period, (a) the Administrator Committee will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of Performance Shares shares of the Company’s Common Stock that the Participant Grantee has earned and that are to be issued by the Company, rounded to the nearest whole share (the “Earned Shares”), (b) the Company shall issue or cause to be issued in the name of the Participant Grantee the number of shares of the Company’s Common Stock equal to the number of Earned Shares, if any, which Earned Shares shall be subject to the terms, conditions and restrictions set forth in this Agreement, including the vesting provisions set forth in Section 4 of this Agreement and (c) the Company shall enter the ParticipantGrantee’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the AdministratorCommittee’s written certification (the “Settlement Certification Date”), subject to the provisions of Section 4 of this Agreement. Such written certification of the Administrator Committee shall be final, conclusive and binding on the ParticipantGrantee, and on all other persons, to the maximum extent permitted by law. 3.3 Except as provided in Section 5 or 6 of this Agreement, if the Grantee’s Continuous Service terminates for any reason prior to the last day of the Performance Period, the Award and the Grantee’s right to receive any Earned Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period.

Performance Goal; Earned Shares. (a) 3.1 The number of Performance Shares shares of the Company’s Common Stock earned by the Participant Grantee for the Performance Period will be determined by the Administrator at the end of the Performance Period based on the level of achievement of the Performance Goal in accordance with Exhibit A. Subject to the terms of this Agreement, if the threshold level of the Performance Goal is not reached for the Performance Period, the Award and the ParticipantGrantee’s right to receive any Performance Shares shares of the Company’s Common Stock pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. All determinations of whether the Performance Goal has been achieved, the number of Performance Shares shares of the Company’s Common Stock earned by the ParticipantGrantee, and all other matters related to this Section 3 shall be made by the Administrator Committee in its sole discretion. (b) 3.2 Promptly following completion of the Performance Period, and in any event within two and one-half (2 1⁄22½) months following the end of the Performance Period, (a) the Administrator Committee will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of Performance Shares shares of the Company’s Common Stock that the Participant Grantee has earned and that are to be issued by the Company, rounded to the nearest whole share (the “Earned Shares”), (b) the Company shall issue or cause to be issued in the name of the Participant Grantee the number of shares of the Company’s Common Stock equal to the number of Earned Shares, if any, and (c) the Company shall enter the ParticipantGrantee’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the AdministratorCommittee’s written certification (the “Settlement Certification Date”). Such written certification of the Administrator Committee shall be final, conclusive and binding on the ParticipantGrantee, and on all other persons, to the maximum extent permitted by law. 3.3 Except as provided in Section 4 of this Agreement, if the Grantee’s Continuous Service terminates for any reason prior to the last day of the Performance Period, the Award and the Grantee’s right to receive any Earned Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period.

Performance Goal; Earned Shares. (a) The number of Performance Shares earned by the Participant for the Performance Period will be determined by the Administrator at the end of the Performance Period based on the level of achievement of the Performance Goal in accordance with Exhibit A. Subject to the terms of this Agreement, if the threshold level of the Performance Goal is not reached for the Performance Period, the Award and the Participant’s right to receive any Performance Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. All determinations of whether the Performance Goal has been achieved, the number of Performance Shares earned by the Participant, and all other matters related to this Section 3 shall be made by the Administrator in its sole discretion. (b) Promptly following completion of the Performance Period, and in any event within two and one-half (2 1⁄2½) months following the end of the Performance Period, (a) the Administrator will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of Performance Shares that the Participant has earned and that are to be issued by the Company, rounded to the nearest whole share (the “Earned Shares”), (b) the Company shall issue or cause to be issued in the name of the Participant the number of Earned Shares, if any, and (c) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Administrator’s written certification (the “Settlement Date”). Such written certification of the Administrator shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.