Total Shareholder Return Multiplier and Risk Based Modifier Sample Clauses

Total Shareholder Return Multiplier and Risk Based Modifier. The number of MRSUs eligible to vest as of each Service Date shall be calculated as follows as determined and approved by the Committee: the Target MRSU Award shall be multiplied by the percentage set forth opposite each Service Date in Section 2(a) above, and the result shall be multiplied by the Total Shareholder Return Multiplier as defined herein. For purposes of this Agreement, the term “Total Shareholder Return Multiplier” shall be defined as: (a) the average of the closing price of a Share on the New York Stock Exchange for the last 20 market trading days immediately preceding each Vesting Date, minus (b) the average of the closing price of a Share on the New York Stock Exchange for the last 20 market trading days immediately preceding the date which is exactly one year prior to each Vesting Date (or, with respect to the initial Vesting Date, the average of the closing price of a Share on the New York Stock Exchange for the last 20 market trading days immediately preceding the Grant Date) plus (c) the amount of dividends paid by the Corporation on a Share during the one-year period ending on each Vesting Date, with the resulting amount of (a) minus (b) plus (c) being divided by (d) the average of the closing price of a Share on the New York Stock Exchange for the last 20 market trading days immediately preceding the date which is exactly one year prior to each Vesting Date (or, with respect to the initial Vesting Date, the average of the closing price of a Share on the New York Stock Exchange for the last 20 market trading days immediately preceding the Grant Date), plus one-hundred percent (100%); provided, however, that the minimum Total Shareholder Return Multiplier shall be seventy-five percent (75%) and the maximum Total Shareholder Return Multiplier shall be one-hundred and twenty five percent (125%). Notwithstanding the Total Shareholder Return Multiplier, the Committee, in its sole and exclusive discretion, may reduce the amount of MRSUs which would otherwise vest based upon the Total Shareholder Return Multiplier if the Committee believes that risks were not properly assessed during the applicable vesting period. Reductions will be considered in the event the Corporation or a Subsidiary experiences a material loss during the Performance Period, the Corporation fails to comply with risk management policies or properly address risk concerns, or regulatory capital falls below regulatory requirements.
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Related to Total Shareholder Return Multiplier and Risk Based Modifier

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