Incentive Awards Contract Clauses (19)

Incentive Awards. Incentive awards ("Incentive Awards") may be earned by Participants during a specified performance period (a "Performance Period") selected by the Committee in its discretion; provided, however, that payment of any Incentive Award under the Plan shall be contingent upon the achievement of the relevant performance goals established by the Committee ("Performance Goals") during the Performance Period. 4.2. Performance Goals. (a) Performance Goals. The Committee shall establish for the relevant Per...formance Period all Performance Goals and the amounts, which may be expressed as a percentage of an incentive pool or other measure prescribed by the Committee, that may be earned upon their level of achievement. Performance Goals may be based upon one or more subjective or objective performance measures (the "Performance Criteria") as determined by the Committee in its discretion. Performance Goals based on such Performance Criteria may be based on individual performance or on the performance of the Company, an subsidiary, any branch, department, business unit or other portion thereof under such measure for the Performance Period and/or upon a comparison of such performance with the performance of a peer or other comparator group of corporations. (b) Calculation. When the Performance Goals are established, to the extent applicable, the Committee shall also specify the manner in which the level of achievement of such Performance Goals shall be calculated and the weighting assigned to such Performance Goals. The Committee may determine that unusual items or certain specified events or occurrences, including changes in accounting standards or tax laws and the effects of non-operational items or unusual or infrequently occurring items, shall be included in or excluded from the calculation. Performance Goals based directly or indirectly upon the Company's common stock shall be adjusted, as determined by the Committee, in the event of any change in the common stock by reason of a stock split, stock dividend, exchange, combination or reclassification of shares, recapitalization, merger, spin-off, split-off, split-up, dividend in partial liquidation, dividend in property other than cash, extraordinary distribution, or similar event. 4.3. Performance Periods. Unless otherwise determined by the Committee, there shall be one year Performance Periods under the Plan, and a new Performance Period shall commence on the first day of each Plan Year and end on the last day of such Plan Year. The Committee may establish longer Performance Periods, including multi-year Performance Periods, and the Committee may also establish shorter Performance Periods for individuals who are hired or become eligible after the commencement of a Performance Period and as otherwise deemed appropriate by the Committee in its discretion. The first Performance Period under the Plan shall commence on January 1, 2019 and end on December 31, 2019.4.4. Determination of Incentive Award. The amount of a Participant's Incentive Award for a Plan Year, if any, shall be determined by the Committee or its delegate in accordance with the level of achievement of the applicable Performance Goals and the other terms of the Plan; provided, however, that the Committee may determine in its discretion to make any downward or upward adjustment to any Incentive Award or to eliminate such Incentive Award. Prior to any payment of the Incentive Awards hereunder, the Committee shall determine the extent to which the Performance Goals and other material terms of the Plan were satisfied. View More

Incentive Awards. (a) General. This Section 4 shall not delay the vesting of any outstanding options, stock appreciation rights, stock awards and restricted stock awards or cash awards granted to the Employee under any option or incentive plan of the Corporation past the date when such awards would, by their terms have become vested. This Section 4 provides for accelerated vesting of awards that were granted prior to January 1, 2018 which, by their terms, would not become vested upon a Change in Control. This Sec...tion 4 does not accelerate vesting of awards that were granted during or after January 1, 2018. To the extent required for compliance with the requirements of Code section 409A, this Section 4 shall delay the settlement of any outstanding awards if such awards would have been settled upon a Change in Control. (b) Options, Stock Appreciation Rights, Stock Awards and Cash Awards. Upon a Change in Control all outstanding options, stock appreciation rights, stock awards, and restricted stock awards or cash awards granted to the Employee prior to January 1, 2018 under any option or incentive plan of the Corporation shall be immediately fully vested and immediately exercisable and shall remain so exercisable throughout their entire original terms, and all stock awards, restricted stock awards, and cash awards 10 granted prior to January 1, 2018 shall be immediately vested and, subject to Section 4(e) shall be settled upon vesting. (c) Restricted Stock Units. Upon a Change in Control all outstanding restricted stock unit awards granted to the Employee prior to January 1, 2018 shall be immediately vested. To the extent that immediate settlement of vested outstanding restricted stock units would result in an adverse tax consequence to an Employee under Code section 409A, then outstanding restricted stock units will (subject to Code section 4(e)) be settled upon the earliest to occur of (i) the date on which a change in ownership or change in effective control for purposes of Code section 409A occurs, (ii) the date on which the Employee has a Separation from Service or (iii) the date on which the restricted stock units would have been settled absent a Change in Control. (d) Separation Date Prior to Change in Control. If the Employee has a Separation from Service prior to a Change in Control, and the Employee is entitled to benefits under Section 3(d), then as of the Separation Date all outstanding options and stock appreciation rights granted to the Employee prior to January 1, 2018 shall be immediately fully vested and immediately exercisable and shall remain so exercisable throughout their entire original terms, and all stock awards, restricted stock awards, restricted stock unit awards and cash awards granted to the Employee prior to January 1, 2018 shall be immediately vested and, subject to Section 4(e), shall be settled upon vesting. 11 (e) Settlement of Deferred Compensation Awards. Notwithstanding any provision of the Plan or the applicable award agreement to the contrary, if the Employee is a "specified employee" as determined by the Company in accordance with its established policy, any settlement of awards described in this Section 4 that would be a payment of deferred compensation within the meaning of Code section 409A payable to the Employee as a result of the Employee's Separation from Service (other than as a result of death) and which would otherwise be paid within six months of the Employee's Separation Date shall be payable on the date that is one day after the earlier of (i) the date that is six months after the Employee's Separation Date or (ii) the date that otherwise complies with the requirements of Code section 409A. Each payment described herein is hereby designated as a "separate payment" for purposes of Code section 409A. View More