For each Segment, the Employee may be credited with PARSUs based on (a) the Company achieving goals for that Segment related to earnings per share (“EPS”) and relative total shareholder return (“TSR”), (b) the Employee’s continued employment through the last U.S. business day of the relevant Segment, and (c) the Employee’s compliance with the requirements and conditions provided for in the Plan and this Grant Agreement.
The goals associated with the PARSUs shall be established by the Committee, and will be communicated separately to the Employee by the Company. Shares delivered at the end of the Performance Period with respect to the PARSUs will range from 0% to 300% of the Target Amount of PARSUs, based upon the Company’s performance against the earnings per share (“EPS”) and relative total shareholder return (“TSR”) goals as compared to S&P 500 performance, as certified by the Committee. No PARSUs will be achieved if performance is below threshold levels.
Absolute TSR Collar Limitation: As detailed below, the TSR Based Award will be subject to a vesting cap equal to 100% of Target Level if the Company’s absolute TSR over the Performance Period is negative, regardless of relative TSR results. Conversely, if the Company’s absolute TSR is greater than 15% annualized over the Performance Period the payout amount shall not be less than 50% of Target Level, regardless of relative TSR results.
“TSR Performance Payout” means the percentage of Target Shares to be paid out based upon the Company’s TSR Performance as determined under paragraph B of Section III.
The Committee shall have the authority, or delegate such authority, to make all determinations regarding the adjustment of the TSR goal, including, but not limited to, the extent of achievement, and any adjustments to the calculation of TSR or the treatment of Peer Companies, as necessary or appropriate.
The number of earned TSR Units shall be interpolated on a straight-line basis based on achievement of TSR Performance levels between the performance metrics specified above. No TSR Units shall be earned if TSR Performance is below the 25th percentile of the Peer Group, and the maximum TSR Units that may be earned shall be capped at 150% of the Target TSR Amount even if TSR Performance exceeds the 75th percentile of the Peer Group, provided, however, that if TSR Performance exceeds the 50th percentile but is negative, the maximum TSR Units that may be earned shall be capped at 100% of the Target TSR Amount.
Performance Goals. A Covered Executive may receive a bonus payment under the Plan based on the attainment of one or more performance goals that relate to the financial and operational metrics of the Company established by the Compensation Committee including but not limited to # revenue and/or annual recurring revenue (ARR), # expenses, # bookings, # operating income, # operating margin, # net operating income, # free cash flow, # earnings before interest, taxes, depreciation and amortization (EBITDA), # earnings per share, # customer retention, # increase in share price, and # any other metric or criteria as determined by the Compensation Committee from time to time. For the avoidance of doubt, the Compensation Committee may, in its discretion, establish sales commissions and bonus payments under this Plan for sales personnel based on performance goals that are applicable to sales performance.
Performance Goals. The specific performance goals for Performance Awards shall be, on an absolute or relative basis, established based on one or more of the following business criteria ("Business Criteria") for the Company on a segregated or consolidated basis or for one or more of the Company's subsidiaries, segments, divisions, or business units, as selected by the Board:
Performance Goals. The Administrator may establish performance goals that relate to financial, operational or other performance of the Company or any of its subsidiaries or divisions, to individual performance objectives of the Covered Executive or to any other performance goal established by the Administrator in connection with a potential bonus payment (the “Performance Goals”). Performance Goals may relate to annual, semi-annual, quarterly or other performance periods established by the Administrator. It is expected that the Administrator establish annual bonus programs pursuant to this Bonus Plan. Following the completion of any performance period (at a time determined by the Administrator in its sole discretion) the Administrator may evaluate attainment of the Performance Goals. The Administrator may revise or refine Performance Goals in its discretion.
This piece of the Award is based on the Company’s relative TSR performance as measured against the TSR of the constituents of the OSX Index. The composition of the OSX comparator group shall be based on the companies listed in the OSX Index on December 31, 2025. Such comparison will be based on a percentile approach as detailed below with any payment based on linear interpolation between threshold and maximum levels. TSR for the Company and the OSX comparator group to be calculated over the entire 3-year Performance Period (using a 30-day averaging period for the first 30 calendar days and the last 30 calendar days of the Performance Period to mitigate the effect of stock price volatility). TSR calculation to assume reinvestment of dividends. Companies that are not publicly listed during the entire Performance Period shall not be included in the OSX comparator group. Comparator companies that file for bankruptcy or delist at any time during the Performance Period will remain in the OSX comparator group with a TSR that places such companies at the bottom of the percentile rankings. Subject to the Absolute TSR Collar, the Award will be not earned if the Company’s performance during the Performance Period is below the threshold level of the Performance Criteria as described below.
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