Common use of Performance Requirement Clause in Contracts

Performance Requirement. Except as otherwise provided by Section 2 or Section 4, or by the Participant’s Award Communication for an Award granted in a special situation (such as a grant to a newly hired or promoted Participant), the vesting of a Participant’s Award is subject to and conditioned upon: (i) the Company achieving at least the threshold level of performance under the Performance Requirement for the Performance Period, each as set forth on Schedule A, (ii) the Committee certifying the level of performance achieved under the Performance Requirement for the Performance Period and determining the RSU Payout Percentage pursuant to Schedule A based on such certified level of performance achieved, (iii) the Committee determining the number of shares eligible for vesting (the “Earned Shares”) based on the RSU Payout Percentage, and (iv) the Committee approving the vesting and payment of the Earned Shares. (For the avoidance of doubt, the number of Earned Shares under a Participant’s Award may exceed the Award’s Number of Shares in the event of above-target performance.) This performance requirement is intended to qualify the Award for the “performance-based” compensation exception to Section 162(m) of the Code, and it shall be administered, interpreted and applied consistent with such intent. Notwithstanding any other provision of this Agreement, if the requirements of this Section 1(c) are not satisfied, then except as otherwise provided by Section 2 or Section 4, the Participant’s Award will be forfeited.

Appears in 5 contracts

Samples: Restricted Stock Unit Award Agreement, Restricted Stock Unit Award Agreement, Restricted Stock Unit Award Agreement (American Express Co)

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