Grouped Into 8 Collections of Similar Clauses From Business Contracts
This page contains Performance Criteria clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Performance Criteria. You are eligible to earn a percentage of the number of Shares indicated on your Notice of Award. The percentage will be determined based on the extent to which Kroger's (i) Customer 1st Tracker results increase, (ii) Associate Survey associate engagement results increase, (iii) total operating costs, as a percentage of sales, decrease, and (iv) return on invested capital increases, as of the end of the third fiscal year (the "Performance Period") from , , when compared to those results as of , .... Customer 1st Tracker, measuring Kroger performance in four key areas (people, shopping experience, product, and price), will be based on results of customer surveys using the methodology currently in use by Kroger, subject to modification by the Committee. Associate Survey, measuring associate satisfaction, will be based on results of associate surveys using the methodology currently in use by Kroger, subject to modification by the Committee. Total operating costs will be calculated by adding (i) OG&A, depreciation, and rent (excluding fuel), for the total Company, and (ii) warehouse and transportation costs, shrink, and advertising expenses (excluding fuel), for our supermarket operations. Return on invested capital, for purposes of the Plan, will be calculated by dividing adjusted operating profit for the prior four quarters by the average invested capital. Adjusted operating profit will be calculated by excluding from operating profit unusual items included in operating profit, and adding our LIFO charge, depreciation and amortization, and rent. Average invested capital will be calculated as the sum of (i) the average of our total assets, (ii) the average LIFO reserve, (iii) the average accumulated depreciation and amortization, and (iv) a rent factor equal to total rent for the last four quarters multiplied by a factor of eight; minus (i) the average taxes receivable, (ii) the average trade accounts payable, (iii) the average accrued salaries and wages, and (iv) the average other current liabilities. Averages are calculated for return on invested capital by adding the beginning balance of the first quarter and the ending balance of the fourth quarter, of the last four quarters, and dividing by two.View More
Performance Criteria. You are eligible to earn a percentage of the number of Shares indicated on your Notice of Award. The percentage will be determined based on the extent to which Kroger's (i) improvement in Customer 1st Tracker results increase, scores, (ii) Associate Survey associate engagement results increase, (iii) total operating costs, reductions in Total Operating Costs (excluding fuel) as a percentage of sales, decrease, (iii) improvement in Associate Survey scores, and (iv) return improvement in Return on...invested capital increases, Invested Capital, as of the end of the third fiscal year (the "Performance Period") from , , when compared to those January 30, 2016. Fiscal year end 2015 results as of , . will be the base against which performance will be measured. Customer 1st Tracker, measuring Kroger Tracker is a measure of Company performance in four key areas (people, shopping experience, product, (People, Shopping Experience, Product and price), will be Price) based on results of customer surveys using surveys. The Customer 1st Tracker methodology to be used is the methodology one currently in use by Kroger, the Company, subject to modification by such modifications as the Committee. Associate Survey, measuring associate satisfaction, will be based on results of associate surveys using the methodology currently in use by Kroger, subject Committee may approve from time to modification by the Committee. time. Total operating costs will be calculated by adding (i) OG&A, depreciation, and rent (excluding fuel), for the total Company, and (ii) warehouse and transportation costs, shrink, and advertising expenses (excluding fuel), expenses, for our supermarket operations (excluding fuel) for the Company's supermarket operations. Total operating costs will exclude one-time expenses incurred in lieu of future anticipated obligations. Future expenses that are avoided by virtue of the incurrence of the one-time expense will be deemed to be total operating expenses in the year in which they otherwise would have been incurred. Associate Survey is a measure of Company performance designed to measure the engagement of Kroger associates, based on the results of associate surveys. The Associate Survey engagement index score to be used is the one currently in use by the Company, subject to such modifications as the Committee may approve from time to time. Return on invested capital, for purposes of the Plan, capital will be calculated by dividing adjusted operating profit for the prior four quarters by the average invested capital. Adjusted operating profit will be calculated by excluding from operating profit unusual items included in operating profit, and adding our LIFO charge, depreciation and amortization, and rent. Average invested capital will be calculated as the sum of (i) the average of our total assets, (ii) the average LIFO reserve, (iii) the average accumulated depreciation and amortization, and (iv) a rent factor equal to total rent for the last four quarters multiplied by a factor of eight; minus (i) the average taxes receivable, (ii) the average trade accounts payable, (iii) the average accrued salaries and wages, and (iv) the average other current liabilities. Averages are calculated for return on invested capital by adding the beginning balance of the first quarter and the ending balance of the fourth quarter, of the last four quarters, and dividing by two. View More
Performance Criteria. You are eligible to earn a percentage of the value indicated on your Notice of Award. The percentage will be determined based on (i) cumulative savings included in net operating profit growth; (ii) cumulative free cash flow; and (iii) ROIC modifier.
Performance Criteria. You are eligible to earn a percentage of the value indicated on your Notice of Award. The percentage will be determined based on (i) cumulative savings included in net operating profit growth; and (ii) cumulative free cash flow; and (iii) ROIC modifier. flow.
Performance Criteria. For the avoidance of doubt, terms defined in the Agreement will have the same definition in this Addendum A. The number PSAs awarded hereunder that vest will be determined based on the Company's relative total shareholder return ("TSR") percentile for the Performance Period. The percentage of the Target PSAs (and related Dividend Equivalent Rights) that vest will be determined as follows: Percentage of Target PSAsTSR Percentile Rank That Will Vest on Vesting Date 75th percentile and above 200% 5...5th percentile 100% 35th percentile 50% Below 35th percentile 0% For TSR Percentile Rank performance for the Performance Period between the levels indicated above, the portion of the PSAs that vest will be determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages indicated above. The PSAs that do not vest will terminate. Notwithstanding the foregoing: (a) if the Company's TSR for the Performance Period is positive, in no event shall less than twenty-five percent (25%) of the Target PSAs vest; and (b) if the Company's TSR for the Performance Period is negative, in no event shall more than one hundred percent (100%) of the Target PSAs vest.View More
Performance Criteria. For the avoidance of doubt, terms defined in the Agreement will have the same definition in this Addendum A. A-1. The number PSAs rTSR PSUs awarded hereunder that vest will be determined based on the Company's relative total shareholder return ("TSR") percentile for the Performance Period. The percentage of the Target PSAs rTSR PSUs (and related Dividend Equivalent Rights) that vest will be determined as follows: Percentage of Target PSAsTSR rTSR PSUsTSR Percentile Rank That Will Vest on Vesting... Date 75th percentile and above 200% 55th percentile 100% 35th percentile 50% Below 35th percentile 0% For TSR Percentile Rank performance for the Performance Period between the levels indicated above, the portion of the PSAs rTSR PSUs that vest will be determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages indicated above. The PSAs rTSR PSUs that do not vest will terminate. Notwithstanding the foregoing: (a) if the Company's TSR for the Performance Period is positive, in no event shall less than twenty-five percent (25%) of the Target PSAs vest; and (b) if the Company's TSR for the Performance Period is negative, in no event shall more than one hundred percent (100%) of the Target PSAs vest. View More
Performance Criteria. The Performance Period for this Award is three (3) fiscal years covering three years of financial performance. Company Revenue (weighted at 50%) and Company EBITDA (weighted at 50%) are the financial performance measures used for this Performance Period. The non-achievement of the threshold performance level for one of the financial criteria does not preclude a payout for that other financial criteria. Revenue Gross annual Revenue, net of provision for returns, cancellations, etc., in a manner c...onsistent with amounts reported for the Company's results for each year of the Performance Period. EBITDA Adjusted operating income excluding depreciation expense and amortization of intangible and product development assets in the Company's Summary of Operations, consistent with amounts reported for the Company's adjusted EBITDA results reported publicly, for each year of the Performance Period. Targets for Revenue and EBITDA will be set at the beginning of each fiscal year of the Performance Period, and payout will be equal to the average achievement for the three years. The following table outlines the financial performance measures for Fiscal Year 2022. Participants will receive an addendum containing the financial performance measures for Fiscal Years 2023 and 2024. Performance Level for Payout Range for Such Goal Threshold and Target and View More
Performance Criteria. The Performance Period for this Award is three (3) fiscal years covering three years – one year of financial performance. Company Revenue (weighted at 50%) performance and continued employment through the Vesting Date, except as otherwise noted in Section 3. Fiscal Year 2021 Company EBITDA (weighted at 50%) 60%) and Fiscal Year 2021 Company or Business Revenue (weighted at 40%) are the financial performance measures used for this Performance Period. performance period. Participants in the Busine...sses noted below at the time Awards are granted will have that Business' Revenue measure, and other participants will have the Company Revenue measure. The non-achievement of the threshold performance level for one of the financial criteria does not preclude a payout for that other financial criteria. Revenue Gross annual Revenue, net of provision for returns, cancellations, etc., in a manner consistent with amounts reported for the Company's results for each year of the Performance Period. EBITDA Adjusted operating income excluding depreciation expense and amortization of intangible and product development assets in the Company's Summary of Operations, consistent with amounts reported for the Company's adjusted EBITDA results reported publicly, for each year Fiscal Year2021. Revenue (Total Wiley and Business) Gross annual Revenue, net of the Performance Period. Targets provision for Revenue and EBITDA will be set at the beginning of each fiscal year of the Performance Period, and payout will be equal to the average achievement returns, cancellations, etc., in a manner consistent with amounts reported for the three years. The following table outlines the financial performance measures Company's segment and total results for Fiscal Year 2022. Participants will receive an addendum containing the financial performance measures for Fiscal Years 2023 and 2024. 2021. Performance Level for Payout Range for Such Goal Threshold and Target and View More
Performance Criteria. Awards of Restricted Stock, Restricted Stock Units, Performance Shares, Performance Cash Awards and other incentives under the Plan may be made subject to the attainment of performance goals relating to one or more business criteria which may include (but will not be limited to) the following: cash flow; cost; ratio of debt to debt plus equity; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per shar...e; operating earnings; economic value added; ratio of operating earnings to capital spending; free cash flow; gross margin; operating margin; net profit; net sales; sales growth; price of Motorola Solutions' common stock; return on net assets, equity or stockholders' equity; market share; or total return to stockholders ("Performance Criteria"). Any Performance Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company and may be measured relative to a peer group or index. Performance Criteria shall be calculated in accordance with the Company's financial statements, generally accepted accounting principles, or under an objective methodology established by the Committee prior to the issuance of an award which is consistently applied. In the event that, during any Performance Period, any recapitalization, reorganization, merger, acquisition, Divestiture, consolidation, spin-off, combination, liquidation, dissolution, sale of assets or other similar corporate transaction or event, or any other extraordinary event or circumstance occurs which has the effect, as determined by the Committee, in its sole and absolute discretion, of distorting the applicable performance goals (including Performance Criteria) involving the Company, including, without limitation, changes in accounting standards, the Committee may adjust or modify, as determined by the Committee, in its sole and absolute discretion, the calculation of the performance goals (including Performance Criteria), to the extent necessary to prevent reduction or enlargement of the participants' awards under the Plan for such Performance Period attributable to such transaction, circumstance or event. All determinations that the Committee makes pursuant to this Section 13 shall be conclusive and binding on all persons for all purposes. "Divestiture" means the effect of a merger, acquisition or the sale, lease, distribution to stockholders, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary.View More
Performance Criteria. Awards of Restricted Stock, Restricted Stock Units, Performance Shares, Performance Cash Awards and other incentives under the Plan (both those granted on or prior to the Restatement Date and those granted after the Restatement Date) to a Covered Employee may be made subject to the attainment of performance goals relating to one or more business criteria which may include (but will not be limited to) within the following: meaning of Section 162(m) of the Code: cash flow; cost; ratio of debt to d...ebt plus equity; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; operating earnings; economic value added; ratio of operating earnings to capital spending; free cash flow; gross margin; operating margin; net profit; net sales; sales growth; price of Motorola Solutions' common stock; return on net assets, equity or stockholders' equity; market share; or total return to stockholders ("Performance Criteria"). Any Performance Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company and may be measured relative to a peer group or index. Performance Criteria shall be calculated in accordance with the Company's financial statements, statements (including without limitation the Company's "consolidated earnings before income taxes" as defined in Section 12 hereof), generally accepted accounting principles, or under an objective methodology established by the Committee prior to the issuance of an award which is consistently applied. However, the Committee may not in any event increase the amount of compensation payable to a Covered Employee upon the attainment of any Performance Criteria. In the event that, during any Performance Period, any recapitalization, reorganization, merger, acquisition, Divestiture, consolidation, spin-off, combination, liquidation, dissolution, sale of assets or other similar corporate transaction or event, or any other extraordinary event or circumstance occurs which has the effect, as determined by the Committee, in its sole and absolute discretion, of distorting the applicable performance goals (including Performance Criteria) involving the Company, including, without limitation, changes in accounting standards, the Committee may adjust or modify, as determined by the Committee, in its sole and absolute discretion, the calculation of the performance goals (including Performance Criteria), to the extent necessary to prevent reduction or enlargement of the participants' awards under the Plan for such Performance Period attributable to such transaction, circumstance or event. All determinations that the Committee makes pursuant to this Section 13 14 shall be conclusive and binding on all persons for all purposes. "Divestiture" means the effect of a merger, acquisition or the sale, lease, distribution to stockholders, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary.View More
Performance Criteria. Performance Targets shall be based on at least one or more of the Performance Criteria listed on Exhibit A hereto that the Committee deems appropriate, as they apply to the Corporation as a whole or to a subsidiary, a division, Affiliate, business segment, or business unit thereof. The Committee may adjust, upward or downward, the Performance Targets to reflect (i) a change in accounting standards or principles, (ii) a significant acquisition or divestiture, (iii) a significant capital transacti...on, or (iv) any other unusual, nonrecurring items which are separately identified and quantified in the Corporation's audited financial statements, so long as such accounting change is required or such transaction or nonrecurring item occurs after the goals for the fiscal year are established, and such adjustments are stated at the time that the Performance Targets are determined. The Committee may also adjust, upward or downward, as applicable, the Performance Targets to reflect any other extraordinary item or event, so long as any such item or event is separately identified as an item or event requiring adjustment of such targets at the time the Performance Targets are determined, and such item or event occurs after the goals for the fiscal year are established. 19 30. Approval and Certification. Promptly after the close of a Performance Period, the Committee shall certify in writing the extent to which the Performance Targets have been met and shall determine on that basis the amount payable to Participant in respect of an Award. The Committee shall have the discretion to approve proportional or adjusted Awards under the Plan to address situations where a Participant joined the Corporation or an Affiliate, or transferred or is promoted within the Corporation or an Affiliate, during a Performance Period. The Committee may, in its sole discretion, elect to make a payment under an Award to a Disabled Participant or to the Participant's estate (or to legatees or distributees, as the case may be, of the Participant's estate) in the case of death or upon a Change in Control, without regard to actual attainment of the Performance Targets (or the Committee's certification thereof).View More
Performance Criteria. Performance Targets shall be based on at least one or more of the Performance Criteria listed on Exhibit A hereto that the Committee deems appropriate, as they apply to the Corporation as a whole or to a subsidiary, a division, Affiliate, business segment, or business unit thereof. The Committee may adjust, upward or downward, to the extent permitted by Section 162(m), the Performance Targets to reflect (i) a change in accounting standards or principles, (ii) a significant acquisition or divesti...ture, (iii) a significant capital transaction, or (iv) any other unusual, nonrecurring items which are separately identified and quantified in the Corporation's audited financial statements, so long as such accounting change is required or such transaction or nonrecurring item occurs after the goals for the fiscal year are established, and such adjustments are stated at the time that the Performance Targets are determined. The Committee may also adjust, upward or downward, as applicable, the Performance Targets to reflect any other extraordinary item or event, so long as any such item or event is separately identified as an item or event requiring adjustment of such targets at the time the Performance Targets are determined, and such item or event occurs after the goals for the fiscal year are established. 19 30. Approval and Certification. Promptly after the close of a Performance Period, the Committee shall certify in writing the extent to which the Performance Targets have been met and shall determine on that basis the amount payable to Participant in respect of an Award. The Committee shall have the discretion to approve proportional or adjusted Awards under the Plan to address situations where a Participant joined the Corporation or an Affiliate, or transferred or is promoted within the Corporation or an Affiliate, during a Performance Period. The Committee may, in its sole discretion, elect to make a payment under an Award to a Disabled Participant or to the Participant's estate (or to legatees or distributees, as the case may be, of the Participant's estate) in the case of death or upon a Change in Control, without regard to actual attainment of the Performance Targets (or the Committee's certification thereof).View More
Performance Criteria. The Company's Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") shall be established as the Performance Criterion for the Award Pool.
Performance Criteria. The Company's Earnings before Interest, Taxes, Depreciation and Amortization Amoritzation ("EBITDA") shall be established as the Performance Criterion for the Award Pool.
Performance Criteria. Participant's TSR Performance Units shall be earned as soon as practicable after the end of the Measurement Period based on the following formula (to the nearest whole TSR Performance Unit). Such TSR Performance Units shall be subject to the terms and conditions set forth in the following paragraphs of this Notice of Award. (a) The Measurement Period is the 2014, 2015 and 2016 calendar period. (b) Earned Award = TSR % of Target Units x TSR Performance Units (c) TSR % of Target Units. The TSR % o...f Target Units is determined according to the following table (awards to be interpolated between the TSR percentages below): RTSR to Peer Group TSR % of Target Units 75th percentile or higher 200% of Target Units 50th percentile 100% of Target Units 25th percentile 25% of Target Units less than 25th percentile 0% (d) "TSR %" is calculated using the following formula: Ending Stock Price – Starting Stock Price + Dividends paid Starting Stock Price (i) "Starting Stock Price" means the average FMV of the Company's Common Stock over the 20-trading-day period commencing January 1, 2014. (ii) "Ending Stock Price" means the average FMV of the Company's Common Stock over the 20-trading-day period ending December 31, 2016. (iii) "Dividends" means the total amount of dividends paid on the Company's Common Stock over the Measurement Period. (e) "RTSR to Peer Group" is the TSR % of the Company as compared to the TSR % of the Peer Group. (f) "Peer Group" is the group of companies listed on Exhibit A. If a company in the Peer Group has its common stock delisted or if it no longer exists as a separate entity, the TSR% will be retroactively calculated for remaining performance period without such company. (g) The Company shall retain discretion to decrease Awards but may not increase any Awards, directly or indirectly, hereunder. (h) For purposes of the above calculations, TSR % of Target Units will be rounded to the nearest whole percent. Valuation of TSR Performance Units 5. Value of Units. The value of each TSR Performance Unit shall be equal to the value of one share of the Company's Common Stock.View More
Performance Criteria. Participant's TSR Performance Units shall be earned as soon as practicable after on the end of the Measurement Period Award Date based on the following formula (to the nearest whole TSR Performance Unit). Such TSR Performance Units shall be subject to the terms and conditions set forth in the following paragraphs of this Notice of Award. (a) The Measurement Period is the 2014, 2015 2017, 2018 and 2016 2019 calendar period. (b) Earned Award = TSR % of Target Units x TSR Performance Units (c) TSR ...% of Target Units. The TSR % of Target Units is determined according to the following table (awards to be interpolated between the TSR percentages %s below): RTSR TSR Relative to Peer Group TSR % of Target Units 75th percentile or higher 200% of Target Units 50th percentile 100% of Target Units 25th percentile 25% of Target Units less than 25th percentile 0% (d) "TSR %" is calculated using the following formula: Ending Stock Price – Starting Stock Price + Dividends paid Starting Stock Price (i) "Starting Stock Price" means the average FMV of the Company's Common Stock over the 20-trading-day period commencing January 1, 2014. (ii) "Ending Stock Price" means the average FMV of the Company's Common Stock over the 20-trading-day period ending December 31, 2016. (iii) "Dividends" means the total amount of dividends paid on the Company's Common Stock over the Measurement Period. (e) "RTSR to Peer Group" is the TSR % of the Company as compared to the TSR % of the Peer Group. (f) "Peer Group" is the group of companies listed on Exhibit A. If a company in the Peer Group has its common stock delisted or if it no longer exists as a separate entity, the TSR% will be retroactively calculated for remaining performance period without such company. (g) The Company shall retain discretion to decrease Awards but may not increase any Awards, directly or indirectly, hereunder. (h) (e) For purposes of the above calculations, TSR % of Target Units will be rounded to the nearest whole percent. Valuation of TSR Performance Units 5. 6. Value of Units. The value of each TSR Performance Unit shall be equal to the value of one share of the Company's Common Stock. View More
