Performance Awards. The Committee is authorized to grant Performance Awards to any Eligible Person payable in cash, Shares, or other Awards, on terms and conditions established by the Committee, subject to the provisions of [Section 8] if and to the extent that the Committee shall, in its sole discretion, determine that an Award shall be subject to those provisions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. Except as provided in [Section 9] or as may be provided in an Award Agreement, Performance Awards shall be distributed only after the end of the relevant Performance Period. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in [Section 8(b)], or any other criteria that the Committee, in its sole discretion, shall determine should be used for that purpose. The amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis, in each case in a manner that does not violate the requirements of Section 409A of the Code. Dividend Equivalents credited in connection with a Performance Award shall be subject to restrictions and risk of forfeiture to the same extent as the Performance Award with respect to which such Dividend Equivalents have been credited.
Performance Awards.Awards may be denominated as a cash amount, number of Shares or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee is authorized to grant Performance Awards tomay use such business criteria and other measures of performance as it may deem appropriate in establishing any Eligible Person payable in cash, Shares, or other Awards, on terms and conditions established by the Committee, subjectperformance conditions. Subject to the provisionsterms of [Section 8] if and to the extent thatPlan, the Committee shall, in its sole discretion, determine that an Award shall be subject to those provisions. The performance criteriagoals to be achieved during any Performance Period andPeriod, the length of any Performance Period, the amount of any Performance PeriodAward granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee upon the grant of each Performance Award. Except as provided in [Section 9] or as may be provided in an Award Agreement, Performance Awards shall be distributed only after the end of the relevant Performance Period. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in [Section 8(b)], or any other criteria that the Committee, in its sole discretion, shall determine should be used for that purpose. The amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis, in each case in a manner that does not violate the requirements of Section 409A of the Code. Dividend Equivalents credited in connection with a Performance Award shall be subject to restrictions and risk of forfeiture to the same extent asIf the Performance Award with respectrelates to Shares on which such Dividend Equivalents have been credited.dividends are declared prior to vesting or satisfaction of the
Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Persons subject to the terms of the Plan and any Eligible Personapplicable Award Agreement. A Performance Award granted under the Plan # may be denominated or payable in cash, Shares,Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other Awards,property and # shall confer on terms and conditions established by the Committee, subjectholder thereof the right to receive payments, in whole or in part, upon the achievement of one or more performance goals during such performance periods as the Committee shall establish. Subject to the provisionsterms of [Section 8] if and to the extent thatPlan, the Committee shall, in its sole discretion, determine that an Award shall be subject to those provisions. The performance criteriagoals to be achieved during any Performance Period andperformance period, the length of any performance period, the amount of any Performance PeriodAward granted, the amount of any payment or transfer to be made pursuant to any Performance Award and any other terms and conditions of any Performance Award shall be determined by the Committee upon the grant of each Performance Award. Except as provided in [Section 9] or as may be provided in an Award Agreement, Performance Awards shall be distributed only after the end of the relevant Performance Period. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in [Section 8(b)], or any other criteria that the Committee, in its sole discretion, shall determine should be used for that purpose. The amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards that are granted to Eligible Persons who may be paid in a lump sum“covered employees” under [Section 162(m)] and that are intended to be “qualified performance-based compensation” within the meaning of [Section 162(m)], to the extent required by [Section 162(m)], shall be conditioned solely on the achievement of one or in installments following the close of themore objective Performance Period or, in accordance with proceduresGoals established by the Committee, on a deferred basis, in each case in a manner that does not violateCommittee within the time prescribed by [Section 162(m)], and shall otherwise comply with the requirements of Section 409A of the Code. Dividend Equivalents credited in connection with a Performance Award shall be subject to restrictions and risk of forfeiture to the same extent[Section 162(m)], as the Performance Award with respect to which such Dividend Equivalents have been credited.described below.
Performance Awards. The Committee is authorized to grant Performance Awards to any Eligible Person payable in cash, Shares, or other Awards, on terms and conditions established by the Committee, subject to the provisions of [Section 8] if and to the extent that the Committee shall, in its sole discretion, determine that an Award shall be subject to those provisions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award.Payment. Except as provided in [Section 9][Article 11] or as may be provided in an Award Agreement, Performance Awards shallwill be distributed only after the end of the relevant Performance Period. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee andAwards may be based upon the criteria set forthpaid in [Section 8(b)],cash, Shares, or any other criteria thatcombination thereof in the Committee, in its sole discretion, shall determine should be used for that purpose. The amountdiscretion of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis, in each case in a manner that does not violatebasis subject to the requirements of Section 409A of the Code. Dividend Equivalents credited in connection with a Performance Award shall be subject to restrictions and risk of forfeiture to the same extent as the Performance Award with respect to which such Dividend Equivalents have been credited.
Grants. A Performance Awards.Award may consist of either or both, as the Committee may determine, # “Performance Shares” or the right to receive Shares, Restricted Stock or cash of an equivalent value, or any combination thereof as the Committee may determine, or # “Performance Units,” or the right to receive a fixed dollar amount payable in cash, Shares, Restricted Stock or any combination thereof, as the Committee may determine. The Committee is authorized tomay grant Performance Awards to any Eligible Person payable in cash, Shares,Participant for no cash consideration, for such minimum consideration as may be required by applicable law or for such other Awards, onconsideration as may be specified at the time of the grant. The terms and conditions established by the Committee, subject to the provisions of [Section 8] if and to the extent that the Committee shall, in its sole discretion, determine that an AwardPerformance Awards shall be subject to those provisions. Thespecified at the time of the grant and may include provisions establishing the performance period, the performance criteria to be achieved during anya performance period, the criteria used to determine vesting (including the acceleration thereof), whether Performance PeriodAwards are forfeited or vest upon termination of employment or service during a performance period and the length of themaximum or minimum settlement values. Each Performance PeriodAward shall have its own terms and conditions, which shall be determined byat the discretion of the Committee. If the Committee upon the grant of each Performance Award. Except as provided in [Section 9] or as may be provided in an Award Agreement, Performance Awards shall be distributed only after the end of the relevant Performance Period. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in [Section 8(b)], or any other criteria that the Committee,determines, in its sole discretion, shall determine should be usedthat the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure or for other reasons that purpose. The amount of the Award to be distributed shall be conclusively determined byCommittee deems satisfactory, the Committee. Performance AwardsCommittee may be paid in a lump summodify the performance measures or in installments followingobjectives and/or the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis, in each case in a manner that does not violate the requirements of Section 409A of the Code. Dividend Equivalents credited in connection with a Performance Award shall be subject to restrictions and risk of forfeiture to the same extent as the Performance Award with respect to which such Dividend Equivalents have been credited.performance period.
Performance Awards. The Committee is authorized to grantGrants. Performance Awards to any Eligible Person payable in cash, Shares,the form of Performance Cash or other Awards, on terms and conditions establishedPerformance Share Units, as determined by the Committee, subject to the provisions of [Section 8] if and to the extent that the Committee shall, in its sole discretion, determine that an Award shallmay be subjectgranted hereunder to those provisions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. Except as provided in [Section 9]Participants, for no consideration or for such minimum consideration as may be providedrequired by applicable law, either alone or in an Award Agreement, Performanceaddition to other Awards shall be distributed only aftergranted under the end of the relevant Performance Period.Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in [Section 8(b)], or any other criteria that the Committee, in its sole discretion, shall determine should be used for that purpose. The amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis, in each case in a manner that does not violate the requirements of Section 409A of the Code. Dividend Equivalents credited in connection with a Performance Award shall be subject to restrictions and risk of forfeiture to the same extent as the Performance Award with respect to which such Dividend Equivalents have been credited.10.2].
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