Common use of Performance Target Clause in Contracts

Performance Target. (i) Subject to the Participant’s continued employment or service with the Company, a specified percentage of the RSUs shall vest if both (A) the Participant remains in continuous employment or continuous service with the Company on [END YEAR], and (B) the Company achieves EPS growth (as measured by the extent to which the Company’s EPS for fiscal [END YEAR] exceeds the Company’s EPS for fiscal [BEGINNING YEAR]) equal to or in excess of the amounts set forth on Exhibit A (the “Performance Target”). Unless provided otherwise by the Committee, the Participant shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employee, or vice-versa. The actual number of RSUs that may vest may range from zero to 200% of the Target Amount based on the extent to which the Performance Target is achieved, in accordance with the methodology set out on Exhibit A. If the Company does not achieve the minimum Performance Target as set out on Exhibit A, then no RSUs shall vest and all RSUs shall be cancelled in their entirety and no vesting shall occur unless and until the Committee certifies that the Performance Target has been met (the “Certification”). (ii) At any time following the Date of Grant, the Committee may make adjustments or modifications to the Performance Target and the calculation of the Performance Target as it determines in its sole discretion, in order to avoid dilution or enlargement of the intended benefits to be provided to the Participant under this Agreement, to reflect 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 Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change in the Company’s fiscal year; and/or (J) any other specific, unusual or nonrecurring events.

Performance Target. (i) Subject to the Participant’s continued employment or service with the Company, a specified percentage of the RSUs shall vest if both (A) the Participant remains in continuous employment or continuous service with the Company on [END YEAR], and (B) the Company achieves EPS growth (as measured by the extent to which the Company’s EPS for fiscal [END YEAR] exceeds the Company’s EPS for fiscal [BEGINNING YEAR]) equal to or in excess of the amounts set forth on Exhibit A (the “Performance Target”). Unless provided otherwise by the Committee, the Participant shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employee, or vice-versa. The actual number of RSUs that may vest may range from zero to 200% of the Target Amount based on the extent to which the Performance Target is achieved, in accordance with the methodology set out on Exhibit A. If Except as provided in Section 2(a)(ii), (I) if the Company does not achieve the minimum Performance Target as set out on Exhibit A, then no RSUs shall vest and all RSUs shall be cancelled in their entirety entirety, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Target has been met (the “Certification”). (ii) Notwithstanding Section 2(a)(i), (A) if the Participant is eligible for Retirement on the Date of Grant, 40% of the Target Amount of RSUs shall be vested on the Date of Grant, (B) if the Participant first becomes eligible for Retirement after the Date of Grant but prior to the first anniversary of the Date of Grant, 50% of the Target Amount of RSUs shall vest on the date on which the Participant first becomes eligible for Retirement and (C) if the Participant first becomes eligible for Retirement on or after the first anniversary of the Date of Grant but prior to [END YEAR], 60% of the Target Amount of RSUs shall vest on the date on which the Participant first becomes eligible for Retirement. To the extent that any portion of the RSUs are vested (or become vested) by reason of the application of the immediately preceding sentence, the remaining RSUs shall vest if and only if they would otherwise vest pursuant to Section 2(a)(i) or Section 3, and the additional amount of RSUs that shall vest in such event shall be equal to the excess, if any, of (I) the total number of RSUs that vest under Section 2(a)(i) or Section 3 (without regard to the first sentence of this Section 2(a)(ii)), over (II) the number of RSUs that previously vested by reason of the first sentence of this Section 2(a)(ii). (iii) At any time following the Date of Grant, the Committee may make adjustments or modifications to the Performance Target and the calculation of the Performance Target as it determines in its sole discretion, in order to avoid dilution or enlargement of the intended benefits to be provided to the Participant under this Agreement, to reflect 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 Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change in the Company’s fiscal year; and/or (J) any other specific, unusual or nonrecurring events.

Performance Target. (i) Subject to the Participant’s continued employment or service with the Company, a specified percentage of the RSUs shall vest if both (A) the Participant remains in continuous employment or continuous service with the Company on [END YEAR]through the Settlement Date as defined in Sub-section (b) below, and (B) the Company achieves EPS growth (as measured by achieves, at a minimum, the extent threshold level of performance with respect to which the Company’s EPS for fiscal [END YEAR] exceeds the Company’s EPS for fiscal [BEGINNING YEAR]) equal to or in excess of the amounts performance goals set forth on Exhibit A (the “Performance TargetTargets”). Unless provided otherwise by the Committee, the Participant shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employee, or vice-versa. The actual number of RSUs that may vest may range from zero to 200% [MAXIMUM %] of the Target Amount based on the extent to which the Performance Target is Targets are achieved, and may be further adjusted up or down by up to [TSR %] based upon the Company’s Relative Total Shareholder Return (as defined on Exhibit A) at the end of the 3-year performance cycle as set forth on Exhibit A, in accordance with the methodology set out on Exhibit A. If A, subject to a maximum payout cap of [MAXIMUM %]. (I) if the Company does not achieve the minimum threshold level of the Performance Target Targets as set out on Exhibit A, then no RSUs shall vest and all this grant of RSUs shall be cancelled in their entirety its entirety, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Target has Targets have been met and determined the Company’s Relative Total Shareholder Return (the “Certification”). (ii) At any time following the Date of Grant, the Committee may shall make adjustments or modifications to the Performance Target Targets and the calculation of the Performance Target Targets as it determines determines, in its sole discretion, are necessary in order to avoid dilution or enlargement of the intended benefits to be provided to the Participant under this Agreement, to reflect 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 Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change in the Company’s fiscal year; and/or (J) any other specific, unusual or nonrecurring events.