Example ContractsClausesBetween Target and Maximum
Between Target and Maximum
Between Target and Maximum contract clause examples
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means a Participant’s threshold, target and maximum bonus opportunity for a calendar year, provided that such Bonus Opportunity shall be either # to the extent that the Participant has entered into an employment agreement with the Company, the threshold, target and maximum bonus levels, if any, specified in the employment agreement for such calendar year, or # if there is no employment agreement in effect between the Company and the Participant for such calendar year or if the employment agreement does not specify such bonus levels, the bonus opportunity as determined by the Committee in its sole discretion.

The Performance Units that are granted hereby shall be subject to the Forfeiture Restrictions. If the Company achieves Maximum performance for either Stock Price Achievement or AEBITDA in any one of the 2020, 2021 or 2022 Performance Periods then the Forfeiture Restrictions shall lapse at the end of such year. If at the end of the Performance Award Period, the Forfeiture Restrictions have not lapsed, but the Company has achieved Target Performance for either the Stock Price Achievement in 2022 or Aggregate AEBITDA for Performance Periods 2020-2022 (or the higher of the two if Target has been hit for both), then the Forfeiture Restrictions shall lapse for that number of Performance Units determined by interpolating performance between Target and Maximum for the measure, with the Forfeiture Restrictions lapsing on 0% of the Performance Units at Target performance and the Forfeiture Restrictions lapsing on 100% of the Performance Units at Maximum performance.

The FCF achieved by the Company over the Free Cash Flow Performance Period will be certified by the Committee. The Payout Factor for FCF achievement levels between points on this chart will be determined by linear interpolation between the values listed. The maximum payout of Performance Share Units is 250% of the Target Performance Share Units.

The Committee is authorized to vest the number of Performance Share Units at the Payout Factor based on Table 1 below. The Payout Factor for ROCE achievement levels between points on this chart will be determined by linear interpolation between the values listed. The maximum payout of Performance Share Units is ​% of the Target Performance Share Units.

Maximum Award(up to a maximum of 150% of the Target Award)

As demonstrated in the chart below, to the extent the Relative TSR Percentile Rank for the Performance Period is between specified performance levels, the portion of the target Performance Share Units that will vest will be determined using straight line interpolation; provided, that the maximum number of Performance Share Units that may become vested for the Performance Period will not exceed ​% of the target Performance Share Units.

If actual OPMP for the OPMP Performance Period is at or below Threshold OPMP specified above, no Performance Share Units will be earned, and if actual OPMP for the OPMP Performance Period exceeds Outstanding OPMP specified above, the number of Performance Share Units earned will equal the number earned for Outstanding OPMP. Actual OPMP for the OPMP Performance Period between Threshold OPMP and Target OPMP shall result in a number of Performance Share Units earned determined on a linear basis betweenand ​ OPMP. Actual OPMP for the OPMP Performance Period between Target OPMP and Outstanding OPMP shall result in a number of Performance Share Units earned determined on a linear basis betweenand ​ OPMP. Notwithstanding the foregoing, if the OP Dollar Gate of ​ million is not achieved during the OPMP Performance Period, the maximum number of Performance Share Units that can be earned will not exceed the Target Grant.

The Eligible Officer’s achievement of the Threshold level for subjective criteria will result in a payout of such Eligible Officer’s Relevant Percentage of the proportion of the Cash Bonus Award allocated to subjective criteria; the achievement of the Target level for subjective criteria will result in a payout of such Eligible Officer’s Relevant Percentage of the proportion of the Cash Bonus Award allocated to that metric; and the achievement of the Maximum level for subjective criteria will result in a payout of such Eligible Officer’s Relevant Percentage of the proportion of the Cash Bonus Award allocated to subjective criteria. If the calculated percentage is between Threshold and Target or between Target and Maximum for an annual performance period, then the earned percentage will be determined by linear interpolation. See “Allocation of Components and Calculation of the Cash Bonus Award” above for a description of how the Cash Bonus Awards will be calculated.

Depending on the Performance Measures defined and established for the Company for a given six-month performance period, pay-out of the Performance Bonus Award for that given six-month performance period to Participants may be anywhere from 50% (“Threshold”) to 100% (“Bonus Target”) or 150% (“Maximum”) of the Bonus Target for that given six-month performance period, depending on achievement relative to performance compared to the Bonus Target during such given six-month performance period. Interpolation between levels above the identified “Threshold” level will be at the joint discretion of the CEO of the Company and the Committee. Any Performance Bonus Award may not exceed 150% of the Bonus Target.

Payouts which can be earned under these annual cash incentive bonus awards are generally tied to achieving specified levels (threshold, target and maximum) of corporate economic value added (“EVA”) and earnings per share (“EPS”) for the twelve-month performance period with each performance measure carrying a 50% weighting. For all calculations, restructuring charges and non-recurring items are excluded and both Corporate EPS and the Steel Processing business unit business unit EOI results are to be adjusted to eliminate the impact of FIFO gains and losses. If the performance level falls between threshold and target or between target and maximum, the award is linearly prorated. If threshold levels are not reached for any performance measure, no annual cash incentive bonus will be paid. Annual cash incentive bonus award payouts earned will be made within a reasonable time following the end of the performance period. In the event of a change in control of the Company (followed by actual or constructive termination of an NEO’s employment during the performance period), the annual cash incentive bonus award would be considered to be earned at “targetand payable as of the date of termination of employment.

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