Earning Units and Related Information Contract Clauses (8)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Earning Units and Related Information clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Earning Units and Related Information. 2.1 Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year period beginning January 1, 2020 and ending December 31, 2021 (the "Performance Measurement Period"). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goals described in the tables below are achieved. GROSS... MARGIN PERFORMANCE GOAL Performance Level Gross Margin Percentage of Units Eligibleto be Earned Target or Above 40.0 % 60 % Threshold or Below 39.0 % 0 % RELATIVE TSR PERFORMANCE GOAL Performance Level Relative TSR Percentage of Units Eligibleto be Earned Target or Above Greater than or equal to the 75th percentile 40 % Threshold or Below Greater than or equal to the 50th percentile 0 % If the Company's Gross Margin (defined below) and Relative TSR (defined below) for the Performance Measurement Period are equal to or less than the Threshold performance levels, no Units will be earned at the end of the Performance Measurement Period. If the Company's Gross Margin or Relative TSR, or both, for the Performance Measurement Period exceed the Threshold performance levels, but are less than the Target performance levels, the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight line interpolation between the Threshold performance levels and Target performance levels for the applicable Performance Goal. If the Company's Gross Margin and Relative TSR for the Performance Measurement Period equal or exceed the Target performance level, all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 at the end of the Performance Measurement Period will be forfeited on or around the date the Company files its Form 10-K for the fiscal year ending December 31, 2021. The number of earned Units that will become vested shall be determined pursuant to Section 3, below. Whether the Gross Margin and Relative TSR Performance Goals for the Performance Measurement Period have been achieved shall be determined pursuant to Section 2.4, below. 2.2 Gross Margin Performance Goal Defined. For purposes of this Grant Agreement, "Gross Margin" shall mean Non-GAAP gross profit divided by Non-GAAP revenue, each as reported by the Company in its financial statements on its Form 10-K, for the fiscal years ending December 31, 2020 and December 31, 2021. 2.3 Relative TSR Performance Goal Defined. For purposes of this Grant Agreement, "Relative TSR" shall mean the Company's Total Shareholder Return as compared to the Total Shareholder Return of the group of companies that will be identified by the Committee and communicated to the Grantee on the Grant Date (the "TSR Companies"). For this purpose, "TSR" or "Total Shareholder Return" for the Company and the TSR Companies will be calculated by adding any dividends paid by the Company (or such other companies) to the change in value of the Stock (or the other companies' common stock). The change in value shall be measured by 2 comparing the "Beginning Stock Price" and "Ending Stock Price." The "Beginning Stock Price" is the average closing price of the Stock (or the common stock of the other companies) for the quarter ending December 31, 2019. The "Ending Stock Price" is the average closing price of the Stock (or the common stock of the other companies) for the quarter ending December 31, 2021. 2.4 Final Determination of Performance Goals Attained. Subject to the provisions of the Plan and the Charter of the Compensation Committee of the Board of Directors, the Committee shall be responsible for determining in good faith whether, and to what extent, the Performance Goals set forth in this Grant Agreement have been achieved. The Committee may reasonably rely on information from, and representations by, individuals within the Company in making such determination and when made such determination shall be final and binding on the Grantee.View More
Earning Units and Related Information. 2.1 Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year period beginning January 1, 2020 2019 and ending December 31, 2021 2020 (the "Performance Measurement Period"). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goals described in the tables table below are... achieved. GROSS MARGIN PERFORMANCE GOAL GOALS Performance Level Gross Margin Adjusted EBITDA (in Millions) Percentage of Units Eligibleto be Earned Target or Above 40.0 % 60 % $3,100 100% Threshold or Below 39.0 % 0 % RELATIVE TSR PERFORMANCE GOAL Performance Level Relative TSR Percentage of Units Eligibleto be Earned Target or Above Greater than or equal to the 75th percentile 40 % Threshold or Below Greater than or equal to the 50th percentile 0 % $2,500 0% If the Company's Gross Margin (defined below) and Relative TSR Adjusted EBITDA (defined below) for the Performance Measurement Period are is equal to or less than the Threshold performance levels, level ($2,500 million), no Units will be earned at the end of the Performance Measurement Period. If the Company's Gross Margin or Relative TSR, or both, Adjusted EBITDA for the Performance Measurement Period exceed exceeds the Threshold performance levels, level ($2,500 million) but are is less than the Target performance levels, level ($3,100 million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight line interpolation between the Threshold performance levels level ($2,500 million) and Target performance levels for the applicable Performance Goal. level ($3,100 million). If the Company's Gross Margin and Relative TSR Adjusted EBITDA for the Performance Measurement Period equal equals or exceed exceeds the Target performance level, level ($3,100 million), all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 at the end of the Performance Measurement Period will be forfeited on or around the date the Company files its Form 10-K for the fiscal year ending December 31, 2021. 2020. The number of earned Units that will become vested shall be determined pursuant to Section 3, below. Whether the Gross Margin and Relative TSR Adjusted EBITDA Performance Goals Goal for the Performance Measurement Period have has been achieved shall be determined pursuant to Section 2.4, below. 2.2 Gross Margin Adjusted EBITDA Performance Goal Defined. For purposes of this Grant Agreement, "Gross Margin" "Adjusted EBITDA" shall mean Non-GAAP gross profit divided by Non-GAAP revenue, each as reported by the Company in its financial statements on its Form 10-K, Company's consolidated GAAP net income for the fiscal years ending December 31, 2020 and December 31, 2021. 2.3 Relative TSR Performance Goal Defined. Measurement Period, as adjusted in accordance with Section 2.3, below. For purposes of this Grant Agreement, "Relative TSR" shall mean the Company's Total Shareholder Return as compared term "GAAP" means United States generally accepted accounting principles consistently applied. 2.3 Adjustments to GAAP Net Income. If applicable to the Total Shareholder Return Company for purposes of calculating Adjusted EBITDA for the Performance Measurement Period, GAAP net income shall be adjusted to exclude the following: i. restructuring, asset impairments and other, net; ii. goodwill and intangible asset impairment; iii. interest expense and interest income; iv. income tax provision; v. acquisition and divestiture related costs; 2 vi. gains or losses (expenses or income) on business dispositions (including divestiture, licensing or similar arrangements); vii. net income attributable to non-controlling interests; viii. depreciation and amortization; ix. actuarial gains or losses on pension plans and other pension benefits; x. gain or loss on debt repurchase, debt exchange, early extinguishment of debt, etc. ; xi. expensing of inventory fair market value step up; and xii. unusual/non-recurring material items; For the avoidance of doubt, Adjusted EBITDA shall specifically include merger and acquisition related operations and activities of the group of companies that will be identified by the Committee and communicated to the Grantee on the Grant Date (the "TSR Companies"). For this purpose, "TSR" or "Total Shareholder Return" for the Company and the TSR Companies will be calculated by adding any dividends paid by the Company (or such other companies) to the change in value of the Stock (or the other companies' common stock). The change in value shall be measured by 2 comparing the "Beginning Stock Price" and "Ending Stock Price." The "Beginning Stock Price" is the average closing price of the Stock (or the common stock of the other companies) for the quarter ending December 31, 2019. The "Ending Stock Price" is the average closing price of the Stock (or the common stock of the other companies) for the quarter ending December 31, 2021. Company. 2.4 Final Determination of Performance Goals Attained. Subject to the provisions of the Plan and the Charter of the Compensation Committee of the Board of Directors, the Committee shall be responsible for determining in good faith whether, and to what extent, the Performance Goals set forth in this Grant Agreement have been achieved. The Committee may reasonably rely on information from, and representations by, individuals within the Company in making such determination and when made such determination shall be final and binding on the Grantee. View More
