Performance-Based Awards. The Committee, at any time, and from time to time, may grant Performance-Based Awards to a Participant in such amounts and upon such terms as the Committee shall determine. Each grant of a Performance-Based Award shall have an initial value or target number of shares of Common Stock that is established by the Committee. The Committee shall establish # performance goals in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares subject to a Performance-Based Award that will be paid out to the Participant, and # the Performance Period, which shall mean the period of time during which the performance goals must be achieved in order to determine the degree of payout after vesting with respect to any such Performance-Based Award.
Performance-Based Awards. The Committee, at any time, and from time to time, may grant Performance-Based Awards to a Participant in such amounts and upon such terms as the Committee shall determine. Each grant of a Performance-Based Award shall have an initial value or target number of shares of Common Stock that is established by the Committee.Committee at the time of grant. The Committee shall establish #set performance goals in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares subject to a Performance-Based Award that will be paid out to the Participant, and # the Performance Period, which shall mean the period of time during which the performance goals must be achieved in order to determine the degree of payout after vesting with respect to any such Performance-Based Award.Grantee thereof.
Performance-Based Awards. The Committee, at any time, and from time to time,Committee may grant Performance-Based Awards of Performance Shares, designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of a unit valued by reference to a Participant in such amounts and upon such terms as the Committee shall determine. Each grant of a Performance-Based Award shall have an initial value or targetdesignated number of shares of Common Stock, the value of which may be paid to the Participant by delivery of shares of Common Stock that isor, if set forth in the instrument evidencing the Award, of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. TheNotwithstanding the foregoing, the amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee shall establish # performance goalsdetermine in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares subject to a Performance-Based Award that will be paid out to the Participant, and # the Performance Period, which shall mean the period of time during which the performance goals must be achieved in order to determine the degree of payout after vesting with respect to any such Performance-Based Award.sole discretion.
Performance-Performance Based Awards. The Committee,Committee will establish a performance goal or goals (Performance Goal) for each Award not later than the 90th day of the calendar yearAward Year to which the Award relates. The period for each Performance Goal will commence on January 1 and end on December 31 of such year (the Performance Period). The Committee may authorize that Awards of Restricted Shares and Stock Units be made subject to or granted upon the attainment of specified performance goals over a designated performance period of at any time,least one year in addition to time-vesting and from timeother vesting requirements. If so authorized, Awards intended to time, may grant Performance-Based Awards to a Participantqualify as performance-based compensation under Code Section 162(m) shall be made in such amounts and upon such terms asaccordance with the requirements thereof. Performance goals Goals for this purpose will be based on objective criteria specifically defined by the Committee shall determine. Each granton a Company, business unit or peer group comparison basis, which may include or exclude specified items of a Performance-Basedan unusual or nonrecurring nature and are based on one or more of the following: earnings per share, net income, return on assets, return on sales, return on capital, return on equity, return on revenue, cash flow, cost reduction, total shareholder return, economic value added, cash flow return on investment, and cash value added. The Committee, in its sole discretion, may reduce or eliminate any Award shall haveotherwise earned based on an initial value or target numberassessment of sharesindividual performance, but in no event may any such reduction result in an increase of Common Stock that is established by the Committee.Award payable to any other participantParticipant. The Committee shall establishdetermine the amount of any such reduction by taking into account such factors as it deems relevant including, without limitation: # performance goals inagainst other financial or strategic objectives; # its discretion which, depending onsubjective assessment of the extent to which they are achieved, shall determineexecutives overall performance for the value and/or number of shares subject to a Performance-Based Award that will be paid out to the Participant,year; and # the Performance Period, which shall mean the periodprevailing levels of time during which the performance goals must be achieved in order to determine the degree of payout after vesting with respect to any such Performance-Based Award.total compensation among similar companies.
Performance-Based Awards. The Committee, at any time, and from time to time, may grant Performance-Based Awards will vest and all restrictions thereon will terminate upon the certification by the Committee of the achievement of the specified Performance Goals, provided all other conditions to vesting have been met. In the Committee’s discretion, Performance-Based Awards may # stipulate that an Award will vest only in its entirety upon the satisfaction of the specified Performance Goals, # stipulate a portion of the Award that will vest either in whole or in part, depending on the level of achievement in comparison to the specified Performance Goals, pursuant to a Participant in such amounts and upon such terms asformula, calculation or other objective mechanism approved by the Committee shall determine. Each grantat the time of the Award, or # stipulate a Performance-Based Award shall have an initial value or target number of shares of CommonStock or Units (the “Target”) that may vest in part, in whole or up to a specified multiple of the Target, depending on the level of achievement in comparison to the specified Performance Goals pursuant to a formula, calculation or other objective mechanism approved by the Committee at the time of the Award. In the case of any Award authorized under [clause (C)] of the previous sentence, a number of shares of Stock equal to the maximum possible number of shares of Stock that ismay be delivered to the Participant under such Award will be reserved by the Company until such time as the applicable multiple of the Target has been determined by the Committee, even if the certification of achievement of results does not occur at that time due to additional Performance Goals that must be met prior to vesting, or if the actual exercise, vesting or delivery of Stock does not occur at that time due to any delay in delivery imposed for purposes of [Section 409A]. If, or to the extent that, Performance-Based Awards do not vest under the applicable Performance Goals on or before the Expiration Date established by the Committee. The Committee shall establish # performance goals in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares subject to a Performance-Basedfor such Award, such Award that will be paid out to the Participant, and # the Performance Period, which shall mean the period of time during which the performance goals must be achieved in order to determine the degree of payout after vesting with respect to any such Performance-Based Award.forfeited automatically.
Performance-Based Awards. The Committee, atPerformance 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 time, and from time to time, may grant Performance-Based Awards toother Award shall constitute a Performance Award by conditioning the right of a Participant into exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such amounts and upon such termsperformance conditions as the Committee shall determine. Each grant of a Performance-Based Award shall have an initial value or target number of shares of Common Stock that is establishedmay be specified by the Committee. The Committee shall establish #may use such business criteria and other measures of performance goalsas it may deem appropriate in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares subject to a Performance-Based Award that will be paid outestablishing any performance conditions. Subject to the Participant, and #terms of the Performance Period, which shall mean the period of time during whichPlan, the performance goals mustto be achieved in orderduring any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to determine the degree of payout after vesting with respectbe made pursuant to any such Performance-Based Award.Performance Award shall be determined by the Committee. If the Performance Award relates to Shares on which dividends are declared prior to vesting or satisfaction of the
Performance-Based Awards. The Committee, at any time, and from time to time,Committee may grant Performance-Based Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of property other than shares of Common Stock, which value may be paid to the Participant inby delivery of such amounts and upon such termsproperty as the Committee shall determine. Each grant of a Performance-Based Award shall have an initial value or target number ofdetermine, including, without limitation, cash, shares of Common Stock that isStock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. TheNotwithstanding the foregoing, the amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee shall establish # performance goalsdetermine in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares subject to a Performance-Based Award that will be paid out to the Participant, and # the Performance Period, which shall mean the period of time during which the performance goals must be achieved in order to determine the degree of payout after vesting with respect to any such Performance-Based Award.sole discretion.
Performance-Based Awards. The Committee, at any time, and from time to time,Grants. A Performance Award may grant Performance-Based Awards to a Participant in such amounts and upon such termsconsist 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 may grant Performance Awards to any Participant for no cash consideration, for such minimum consideration as may be required by applicable law or for such other consideration as may be specified at the time of the grant. The terms and conditions of Performance Awards shall determine.be specified at the time of the grant and may include provisions establishing the performance period, the performance criteria to be achieved during a performance period, the criteria used to determine vesting (including the acceleration thereof), whether Performance Awards are forfeited or vest upon termination of employment or service during a performance period and the maximum or minimum settlement values. Each grant of a Performance-BasedPerformance Award shall have an initial value or target numberits own terms and conditions, which shall be determined at the discretion of shares of Common Stock that is established by the Committee. TheIf the Committee shall establish # performance goalsdetermines, in its discretion which, depending onsole discretion, that the extent to which theyestablished performance measures or objectives are achieved, shall determineno longer suitable because of a change in the value and/Company’s business, operations, corporate structure or number of shares subject to a Performance-Based Awardfor other reasons that will be paid out to the Participant, and #Committee deems satisfactory, the Performance Period, which shall mean the period of time during whichCommittee may modify the performance goals must be achieved in order to determinemeasures or objectives and/or the degree of payout after vesting with respect to any such Performance-Based Award.performance period.
Performance-Based Awards. The Committee, at any time, and from time to time, may grant Performance-Based Awards to a Participant in such amounts and upon such terms as the Committee shall determine. Each grant of a Performance-Based Award shall have an initial value or target number of sharesShares, amount of Common Stock that is established bycash or other benefits granted, issued, retainable and/or vested under an Award may be made subject to the Committee.attainment of performance goals (a “Performance Based Award”). The Committee shall establish #may utilize any performance goalscriteria selected by it in its sole discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares subject to a Performance-Based Award that will be paid out to the Participant, and # the Performance Period, which shall mean the period of time during which theestablish performance goals must be achieved in order to determine the degree of payout after vesting with respect to any such Performance-Based Award.goals.
Performance-Based Awards. The Committee, at any time,SECTION # PERFORMANCE AWARDS: Subject to the terms and from time to time,conditions of the Plan, the Committee may grant Performance-BasedPerformance Awards to a Participant inParticipants on such amountsterms and upon such termsconditions as the Committee shall determine. Each grantmay provide for in an Award Agreement or by action of the Committee, including, but not limited to: performance period; vesting schedule; Performance Measures(s); purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Performance-Based Award shall have an initial valueChange in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or target number of shares of Common Stock that is established by the Committee. The Committee shall establish # performance goals in its discretion which, dependingother distributions on Performance Shares or Performance Units (but only to the extent to which they are achieved, shall determine the value and/Award itself provides for dividends or number of shares subject to a Performance-Based Award thatother distributions thereon) will be deferred until and paid out tocontingent upon the Participant, and #earning or vesting of the Performance Period, which shall mean the period of time during which the performance goals must be achieved in order to determine the degree of payout after vesting with respect to any such Performance-Basedunderlying Award.
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