ESTABLISHMENT OF PERFORMANCE OBJECTIVES AND INCENTIVE OPPORTUNITY. Within 90 days of the commencement of each Plan Year (or such later time as may be permitted for performance-based compensation under [Section 162(m)]), the Committee shall establish written performance objectives and a cash incentive opportunity for each Participant chosen to receive an incentive for such Plan Year. At the time of setting the performance objectives, the Committee shall specify the formula to be used in calculating each of the criteria on which an incentive is based and their relative weights. The incentive opportunity shall be expressed as an amount of cash, percentage of salary, or by other formula. The Committee may also specify a minimum acceptable level of achievement of the relevant performance objectives, as well as one or more additional levels of achievement, and a formula to determine the percentage of the incentive opportunity earned by the employee upon attainment of each such level of achievement. The performance objectives and incentive opportunity relating to any particular incentive need not be the same as those relating to any other incentive, whether made at the same or a different time. The Committee may delegate to the Chief Executive Officer of the Company the establishment and measurement of such performance objectives for Participants who are not Covered Employees.
Performance Objectives. At the time of grant of a Performance Share Award, the Committee will specify the performance objectives which, depending on the extent to which they are met, will determine the number of Shares that will be distributed to the participant. The Committee will also specify the time period or periods (the “Performance Period”) during which the performance objectives must be met. With respect to awards intended to be “performance based compensation,” the Committee may use performance objectives based on one or more financial criteria or other objective performance measures as the Committee may determine to be appropriate, including, but not limited to, one or more of the following: earnings per share, total revenue, net interest income, non-interest income, net income, net income before tax, non-interest expense, efficiency ratio, return on equity, return on assets, economic profit added, loans, deposits, tangible equity, assets, net charge-offs, new market growth, product line developments, and nonperforming assets. The Committee may designate a single goal criterion or multiple goal criteria for performance measurement purposes. Performance measurement may be described in terms of objectives that are related to the performance by the Company, by any Subsidiary, or by any employee or group of employees in connection with services performed by that employee or those employees for the Company, a Subsidiary, or one or more subunits of the Company or of any Subsidiary. The performance objectives may be made relative to the performance of other companies. The performance objectives and periods need not be the same for each participant or for each Award.
Performance Objectives. Performance Objectives means the achievement of one or more of the following criteria, or such other criteria, as may be determined by the Committee: # Return on Average Stockholders Equity; # Return on Average Invested Capital; # revenue performance; # earnings before interest, taxes, depreciation and amortization; # earnings before interest, taxes and amortization; # operating income; # pre- or after-tax income; # cash flow; # cash flow per share; # net earnings attributable to stockholders; # earnings per share; # return on invested capital; # return on assets; # economic value added (or an equivalent metric); # stock price performance; # total stockholder return; # improvement in or attainment of expense levels; # improvement in or attainment of working capital levels; or # debt reduction. Any of the Performance Objectives set forth above may measure performance on a Company-wide basis or with respect to one or more business units, divisions or Subsidiaries, and either in absolute terms, relative to the performance of one or more similarly situated companies, relative to the performance of an index covering a peer group of companies, relative to the performance of a group of designated companies, or other external measures of the selected Performance Objective.
Performance Objectives. Performance Awards shall be earned under the Plan for a Performance Period based on the level of the Companys achievement of Performance Objectives selected by the Committee.
Each Performance Award shall specify the Performance Objectives that must be achieved before such Award shall become earned. With respect to Qualified Performance-Based Awards, the Committee shall establish the applicable Performance Objectives in writing not later than ninety (90) days after the commencement of the Performance Period or, if earlier, the date as of which twenty-five percent (25%) of the Performance Period has elapsed. The Company may also specify a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.
Target incentive awards are expressed as a percentage of each Participant’s Salary. These percentages may vary by position and reflect larger reward opportunity for positions having greater effect on the establishment and accomplishment of the performance objectives. A schedule showing the target awards as a percentage of Salary for eligible positions will be prepared for each Plan Year.
Annual Incentive Opportunity. You will continue to participate in the Company’s Executive Incentive Plan (“EIP”) in accordance with its terms and conditions. Subject to the approval of the Management Development and Compensation Committee of the Board (the “MD&C Committee”), your target annual bonus opportunity under the EIP for calendar year 2021 as President and CEO will be 125% of your base salary (and your maximum bonus opportunity will be 200% of your base salary).
Establishing Performance Objectives. In establishing and measuring achievement against a performance objective applicable to any Incentive Compensation Award Period, the Committee may provide that one or more adjustments may be made to the business criteria on which the performance objective is based under such circumstances as the Committee shall determine in its discretion, which may include adjustments for events such as the following that occur during an Incentive Compensation Award Period: # asset write-downs, # litigation or claim judgments or settlements, # the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results, # any reorganization and restructuring programs, # acquisitions or divestitures, # foreign exchange gains and losses and # other events that are unusual in nature or occur infrequently.
Company Performance Objectives. Each Plan Year, # the Committee shall approve Company Performance Objectives for that Plan Year for the [Section 16] Officers, and # the CEO shall approve Company Performance Objectives for that Plan Year for other Participants. The Company Performance Objectives may relate to performance at the corporate, segment or business unit level. The Company Performance Objectives will be communicated in writing to the Participants. In establishing Company Performance Objectives, the Committee or the CEO, as applicable, may take into account such factors as it deems appropriate, including, without limitation, prior year results, planned business results, anticipated business trends, performance relative to peer companies and macroeconomic conditions.
ESTABLISHMENT OF TARGET INCENTIVE AWARDS AND PERFORMANCE OBJECTIVES – The Administrator shall establish a Target Incentive Award for each Participant for the Plan Period. The Administrator will establish the Performance Objectives, and a range of values for the Performance Objectives for the Plan Period, with each such value corresponding to a percentage of the Target Incentive Award that may be earned for achievement of the Performance Objectives (the “Incentive Awards”). For example, the Administrator may establish a threshold level of achievement of each Performance Objective which, if not attained, will result in no Incentive Award being payable, and the Administrator may likewise establish a “stretch” level of achievement of each Performance Objective which, if attained, will result in an Incentive Award greater than 100% of the Target Incentive Award, up to a maximum of 200% of the Target Incentive Award. In establishing the level of Performance Objectives to be attained and in determining the actual level of achievement of each Performance Objective, the Administrator may disregard or offset the effect of such items of income or expense and such other factors, items or circumstances approved by the Compensation Committee and/or Board of Directors, including, but not limited to, extraordinary and/or nonrecurring items as determined in accordance with generally accepted accounting principles, changes in accounting standards, differences between actual foreign currency exchange rates during a Plan Period and the foreign currency exchange rates assumed in the Company’s financial plan for the Plan Period as presented to the Board of Directors and the Compensation Committee, the Company’s consolidation entries directly impacting the business units and such other unusual items or circumstances that may be approved by the Compensation Committee and/or Board of Directors.
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