Performance Conditions Contract Clauses (60)

Performance Conditions. (a) Baseline and Measurements. The "Baseline 3YMA" for this award is %%BASELINE_3YMA_$%-%, and the "Baseline Date" is %%BASELINE_DATE,'Month DD, YYYY'%-%. At each of the sixth through tenth anniversaries of the Baseline Date (each such date a "Measurement Date") until such time as a Performance Dependent Issuance is triggered for this PSU award, the Company shall measure the 3YMA as of such Measurement Date and calculate the CAGR relative to the Baseline 3YMA as set forth in this Section 3. (b) ...Performance Condition for Years 6-10. If on a Measurement Date corresponding to the sixth through tenth anniversaries of the Baseline Date the CAGR of the 3YMA as of such Measurement Date, relative to the Baseline 3YMA, equals or exceeds the minimum CAGR set forth in Table 1 on Schedule A hereto, then a Performance Dependent Issuance is triggered at the first such Measurement Date, and the Company shall issue to the Participant in accordance with Section 4 below the number of Shares determined by multiplying the number of vested PSUs in this award by the percentage set forth in Table 1 that corresponds to the CAGR of the 3YMA from the Baseline Date to the Measurement Date, rounded down to the nearest whole Share. (c) Performance Condition for a Change in Control. If a Change in Control, as defined in the Plan, occurs at any time between the date in Section 1 above on which the PSUs were granted and the tenth anniversary of the Baseline Date, then the date of such Change in Control is deemed to be the applicable Measurement Date. If the price paid per Share to holders of the Company's Shares in connection with the Change in Control (as reasonably determined by the Board), relative to the Baseline 3YMA, equals or exceeds the minimum CAGR set forth in Table 1 on Schedule A hereto, then a Performance Dependent Issuance is triggered at such Measurement Date, and the Company shall issue to the Participant in accordance with Section 4 below the number of Shares determined by multiplying the number of vested PSUs in this award by the percentage set forth in Table 1 that corresponds to the CAGR of the 3YMA from the Baseline Date to the price paid per Share to the holders of the Company's Shares in connection with the Change in Control, rounded down to the nearest whole Share. (d) Expiration. If no Performance Dependent Issuance is triggered pursuant to this Section 3 on or before the earlier of (i) the date of a Change in Control and (ii) the Measurement Date corresponding to the tenth anniversary of the Baseline Date, then this award expires in its entirety, and no Shares are issued or issuable with respect to this award. View More

Performance Conditions. The Award is conditioned upon the Company meeting the cumulative net income and return on invested capital performance goal targets for the three-year performance period beginning June 1, 2016 and ending May 31, 2019, as set forth in the Plan. If the Company does not meet the cumulative net income and return on invested capital performance goal targets at the threshold level set forth in the Plan, the Grantee shall forfeit to the Company all Award Shares. If the Company meets the cumulative net ...income and return on invested capital performance goal targets at or above the threshold level but less than the target level, the Grantee shall forfeit that number of Award Shares as determined under the Plan. View More

Performance Conditions. This Award is fully conditioned on and subject to performance adjustments, which include the right of the Committee to cancel all or any unpaid portion of an Award, if the Committee determines in its sole discretion that:▪You engage in misconduct which has or might reasonably be expected to have reputational or other harm to the Company or any conduct that constitutes Cause; ▪You engage in misconduct or commit a material error that causes or might reasonably be expected to cause significant fina...ncial or reputational harm to the Company or your business group;▪The Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy;▪You improperly or with gross negligence, including in a supervisory capacity, fail to identify, escalate, monitor, or manage, in a timely manner and as reasonably expected, risks material to the Company or your business group; or▪The Company or your business group suffers a material downturn in its financial performance or suffers a material failure of risk management. The Committee may consider any factors it determines necessary or appropriate for purposes of making a determination whether a performance adjustment is appropriate and the amount of the adjustment based on the particular facts and circumstances. All determinations by the Committee will be final and binding.9.Stock Ownership Provision. If you are an Executive Officer of the Company or a member of its Operating Committee, as a condition to receiving this Award, you agree to hold, while employed by the Company or any Affiliate and for a period of one year after your Retirement, shares of Common Stock equal to at least 50% of the after-tax shares of Common Stock (assuming a 50% tax rate) acquired upon vesting and settlement of this Award. If you are not an Executive Officer or member of the Operating Committee, you are expected to hold that number of shares while employed by the Company or any Affiliate. View More

Performance Conditions. The Performance Shares are subject to the attainment of the following performance conditions as defined in Section 6 of the Subplan and as specifically set forth in Exhibit A of this Award Notice (the "Performance Conditions"): (a) a comparison of the total stockholder return (referred to in the Subplan as "TSR," and reflecting both the change in stock price and the amount of dividends declared) of the Company during the Performance Period, to the TSRs of the companies in the Comparison Group (t...he group of companies within the Standard and Poor's "Materials Sector" that are classified as chemical companies excluding The Chemours Company and Rayonier Advanced Materials and also including Celanese Corporation, Westlake Chemical Corporation, and Huntsman Corporation. The S&P "Materials Sector" index, identified as Global Industry Classification Standard 15, is an index of industrial companies selected from the S&P "Super Composite 1500" index); and (b) the arithmetic average for each of the Performance Years during the Performance Period of the Company's average Return on Invested Capital. View More

Performance Conditions. 2.1Payout Formula. 2.2TSR Payout Factor. 2.2.1The "TSR Payout Factor" shall be determined under the table below based on the Average TSR Percentile Rank of the Company; provided, however, that if the Three-Year TSR as determined under Section 2.2.5 below is less than 0%, the TSR Payout Factor shall not be greater than 100%. 2.2.2The Company's "Average TSR Percentile Rank" for the Performance Period shall be equal to the average of the TSR Percentile Ranks determined for each of the three fiscal ...years of the Performance Period. 2.2.3The "Peer Group Companies" are AK Steel Holding Corporation, Allegheny Technologies Incorporated, Century Aluminum Company, Cleveland-Cliffs Inc., Coeur Mining, Inc., Commercial Metals Company, Gerdau S.A., Harsco Corporation, Hecla Mining Company, Minerals Technologies Inc., Nucor Corporation, Sims Metal Management Limited, Steel Dynamics, Inc., Suncoke Energy, Inc. and United States Steel Corporation. 2.2.4Except as provided below for the first fiscal year of the Performance Period, the "TSR" for the Company and each Peer Group Company for any fiscal year shall be calculated by (1) assuming that $100 is invested in the common stock of the company at a price equal to the average of the closing market prices of the stock for the twenty trading day period ending on the last trading day of the prior fiscal year, (2) assuming that for each dividend paid on the stock during the fiscal year, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the 2 stock on the ex-dividend date for the dividend, and (3) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the twenty trading day period ending on the last trading day of the fiscal year. 2.2.5The "Three-Year TSR" for the Company shall be calculated by (1) assuming that $100 is invested in the common stock of the Company at a price equal to the closing market price of the stock on the date of this Agreement, (2) assuming that for each dividend paid on the stock during the period from the date of this Agreement to the end of the Performance Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on the ex-dividend date for the dividend, and (3) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the twenty trading day period ending on the last trading day of the Performance Period. 2.3ROCE Payout Factor. 2.3.1The "ROCE Payout Factor" shall be determined under the table below based on the Average ROCE of the Company for the Performance Period. 2.4Adjustments. 2.4.1Change in Accounting Principle. 2.4.2Restructuring Charges. 2.4.3Impairments. 2.4.4Acquisition Impacts. 2.4.6Net Realizable Value Charges. 2.4.7Accelerated Depreciation. 2.4.8Utility Charges. 2.4.9Tax Impacts. View More

Performance Conditions. (a)With respect to the Award, on or before December 29, 2017, the Committee shall establish in writing the applicable Performance Objectives and applicable performance payout factors based on levels of achievement (the "Performance Factors") for the period beginning on January 1, 2018 and ending on December 31, 2018 (the "Performance Cycle"). Among other things, the Company and the Grantee expect that the applicable Performance Objectives established by the Committee will be based solely on one ...or more of the performance criteria set forth in Section 9.3(a) of the Plan (including objectives relating to crude throughput, gathered crude, and expense reduction and economic value added, specifically as related to RINS expense). (b)In accordance with Section 9.3(b) of the Plan and as hereby approved by the Committee, the Performance Objectives will be adjusted to reflect the effects of extraordinary items, unusual or infrequently occurring events and the impact of specified corporate transactions (including without limitation, (i) board-directed actions, such as debt or equity offerings, (ii) third party actions, such as operational outages or disruptions caused by third parties, loss of power outside battery limits, loss of third party pipeline capacity or apportionment of such capacity, or loss of or limitations to rail access, or (iii) acts of God, floods, storms, earthquakes, terrorism, military operations, national emergencies, imposition of new governmental laws or regulations, strikes or labor disturbances, or any other cause beyond the reasonable control of the Company); provided that any adjustment under this Section 2(b) shall be permitted only to the extent allowed under Section 162(m) of the Code and the regulations promulgated thereunder without adversely affecting the treatment of the Award as Performance-Based Compensation. (c) After December 31, 2018, as soon as reasonably practicable after the Company's performance results for the Performance Cycle are known, but in any event on or before March 1, 2019, the Committee shall determine and certify the extent to which the applicable Performance Objectives were achieved and what the Performance Factor is for the Performance Units subject to each applicable Performance Objective (the date of such certification, the "Certification Date"). View More