The performance metric that will determine the number of Performance Shares you earn will be the Company’s total shareholder return (“TSR”) over the performance period specified above relative to the Russell 2000 index composite TSR (“Relative TSR”).
The Company’s TSR is calculated by subtracting Beginnning Stock Price from Ending Stock Price (as each term is defined below) for the Performance Period, adding any dividends during the period, and then dividing the result by the Company’s Beginning Stock Price.
“Beginning Stock Price” shall mean the average closing price of the Company’s common stock over the 20 consecutive trading days immediately prior to May 8, 2020.
“Ending Stock Price” shall mean the average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2022.
The number of Performance Shares earned will be as follows:
•100% plus or minus 0.5x the difference between the Company’s TSR and the Russell 2000 index composite TSR
•Payout is capped at 200% of the target number of Performance Shares
•Payout is capped at 100% of the target number of Performance Shares if the Company’s absolute TSR over the Performance Period is negative
Any Performance Shares that are earned based on performance will be earned on the date that the Administrator certifies the
achievement of the applicable level of Relative TSR. Any Performance Shares that are not earned on such date shall be forfeited.
Performance Shares earned on the basis of Relative TSR Performance remain subject to vesting based on continued service until the third anniversary of the Grant Date.
If your employment or service with the Company and its Affiliates terminates (voluntarily or involuntarily) before the third anniversary of the Grant Date, all Performance Shares will be immediately and automatically forfeited.