Grouped Into 17 Collections of Similar Clauses From Business Contracts
This page contains Performance Goals clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Performance Goals. (a) The number of PSUs earned by the Grantee for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the Performance Goals in accordance with Exhibit A. All determinations of whether Performance Goals have been achieved, the number of PSUs earned by the Grantee, and all other matters related to this paragraph 3 shall be made by the Committee in its sole discretion. (b) Promptly following completion of the Performance Period, the Com...mittee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the number of PSUs that the Grantee shall earn, if any, subject to compliance with the requirements of paragraph 4. Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.View More
Performance Goals. (a) 4.1 The number of PSUs POs earned by the Grantee for the a Performance Period will be determined at the end of the Performance Period based on the level of achievement of the Performance Goals in accordance with Exhibit A. A hereto. All determinations of whether Performance Goals have been achieved, the number of PSUs POs earned by the Grantee, and all other matters related to this paragraph 3 Section 4 shall be made by the Committee in its sole discretion. (b) 4.2 Promptly following complet...ion of a Performance Period (and no later than forty-five (45) days following the end of such Performance Period, Period), the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the number of PSUs POs that the Grantee shall earn, if any, subject to compliance with the requirements of paragraph 4. Section 5. Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law. View More
Performance Goals. (a) The number of PSUs earned by the Grantee for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the Performance Goals performance goals described on and determined in accordance with the attached Exhibit A. All determinations of whether Performance Goals and the extent to which the performance goals have been achieved, the number of PSUs earned by the Grantee, and all other matters related to this paragraph Section 3 shall be m...ade by the Committee in its sole discretion. (b) Promptly following completion of the Performance Period, Period (and no later than 60 days following the end of the Performance Period), the Committee will review and certify in writing (a) (1) whether, and to what extent, the Performance Goals performance goals for the Performance Period have been achieved, and (b) (2) the number of PSUs that the Grantee shall earn, if any, subject to compliance with the requirements of paragraph Section 4. Such certification shall be final, conclusive conclusive, and binding on the Grantee, and on all other persons, to the maximum extent permitted by law. 1 The Target Award represents an X-Multiple of 1X. I.e., the number of shares actually issuable pursuant to this Agreement could be twice the Target Award. 2 Insert 200% of Target Award. 1 4. Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided in this Agreement, the PSUs will vest and become non-forfeitable on the last day of the Performance Period, subject to (a) the achievement of the minimum threshold performance goals for payout set forth in the attached Exhibit A, and (b) there being no termination of Grantee's employment (as determined pursuant to Section 7.2 of the Plan) from the Grant Date through the last day of the Performance Period. The number of PSUs that vest and become payable under this Agreement shall be determined by the Committee based on the level of achievement of the performance goals set forth on the attached Exhibit A and shall be rounded to the nearest whole PSU. View More
Performance Goals. (a) 3.1 The number of PSUs Performance Units earned by the Grantee for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the Performance Goals with respect to each Performance Measure in accordance with Exhibit A. I. All determinations of whether a Performance Goals have Goal has been achieved, the number of PSUs Performance Units earned by the Grantee, and all other matters related to this paragraph Section 3 shall be made by the... Committee in its sole discretion. (b) 3.2 Promptly following completion of the Performance Period, Period (and no later than sixty (60) days following the end of the Performance Period) the Committee will review and certify in writing (a) whether, and to what extent, the each Performance Goals Goal for the Performance Period have has been achieved, achieved and (b) the number of PSUs Performance Units that the Grantee shall earn, if any, subject to compliance with the requirements of paragraph Section 4 of this Agreement. Such certification shall be final, conclusive and binding on the Grantee, and on for all other persons, to the maximum extent permitted by law. View More
Performance Goals. Payout of Performance Grants will be based on the performance goal achievement of the performance criteria described in this Section 6 and further defined in Exhibit A. a. TSR Performance. Total Shareholder Return (TSR) Performance will determine fifty percent (50%) of the Target Amount ("TSR Percentage"). Relative TSR Performance and Absolute TSR Performance are each defined in Exhibit A. The percentage of the TSR Percentage that will be paid out, if any, is based on the following table: Relati...ve TSR Performance Percentile Ranking Percentage Payoutof TSR Percentage 85th or above 200 % 50th 100 % 25th 50 % Below 25th 0 % To the extent that the Company's Relative TSR Performance ranks in a percentile between the 25th and 85th percentile in the table above, then the TSR Percentage payout will be interpolated between the corresponding TSR Percentage payout set forth above. No payment of the TSR Percentage will be made if the Relative TSR Performance is below the 25th percentile, except that a payment of 25% of the TSR Percentage will be made if the Company's Relative TSR Performance is below the 25th percentile but its Absolute 2 TSR Performance is at least 9%. In addition to the foregoing payments, and regardless of the Company's Relative TSR Performance, either (but not both) of the following may be earned: (i) an additional payment of 25% of the TSR Percentage will be made if the Company's Absolute TSR Performance is at least 10% but less than 15%, and/or if the Company's Price-Earnings Ratio (as defined in Exhibit A) is at or above the 50th percentile and below the top third of the group of companies (inclusive of the Company) used to measure Relative TSR Performance in accordance with Exhibit A hereto, or (ii) an additional payment of 50% of the TSR Percentage will be made if the Company's Absolute TSR Performance is at least 15%, and/or if the Company's Price-Earnings Ratio is at or above the top third of the group of companies (inclusive of the Company) used to measure Relative TSR Performance in accordance with Exhibit A hereto (in either case, the "Performance Adder"). The Committee may reduce or eliminate payment of the Performance Adder in its sole discretion. The aggregate payments under this Section 6(a) may not exceed 250% of the TSR Percentage. In addition, the overall percentage payment under the entire Performance Grant may not exceed 200% of the Target Amount. b. ROIC Performance. Return on Invested Capital Performance ("ROIC Performance") will determine fifty percent (50%) of the Target Amount ("ROIC Percentage"). ROIC Performance is defined in Exhibit A. The percentage of the ROIC Percentage that will be paid out, if any, is based on the following table: ROIC Performance Percentage Payoutof ROIC Percentage 7.41% and above 200 % 7.13% 100 % 6.81% 50 % Below 6.81% 0 % • To the extent that the Company's ROIC Performance is greater than 6.81% and less than 7.13%, the ROIC Percentage payout will be interpolated between the applicable Percentage Payout of ROIC Percentage range set forth above. • To the extent that the Company's ROIC Performance is greater than 7.13% and less than 7.41%, the ROIC Percentage payout will be interpolated between the applicable Percentage Payout of ROIC Percentage range set forth above.View More
Performance Goals. Payout of Performance Grants will be based on the performance goal achievement of the performance criteria described in this Section 6 and further defined in Exhibit A. a. TSR a.TSR Performance. Total Shareholder Return (TSR) Performance will determine fifty percent (50%) of the Target Amount ("TSR Percentage"). Relative TSR Performance and Absolute TSR Performance are each is defined in Exhibit A. The percentage of the TSR Percentage that will be paid out, if any, is based on the following tabl...e: Relative TSR Performance PerformancePercentage Payout Percentile Ranking Percentage Payoutof Rankingof TSR Percentage 85th or above 200 % 50th 100 % above200% 50th100% 25th 50 % 50% Below 25th 0 % 25th0% To the extent that the Company's Relative TSR Performance ranks in a percentile between the 25th and 85th percentile in the table above, then the TSR Percentage payout will be interpolated between the corresponding TSR Percentage payout set forth above. No payment of the TSR Percentage will be made if the Relative TSR Performance is below the 25th percentile, except that a payment of 25% of the TSR Percentage will be made if the Company's Relative TSR Performance is below the 25th percentile but its Absolute 2 TSR Performance is at least 9%. In addition to the foregoing payments, and regardless of the Company's Relative TSR Performance, either (but not both) of the following may be earned: (i) an additional payment of 25% of the TSR Percentage will be made if the Company's Absolute TSR Performance is at least 10% but less than 15%, and/or if the Company's Price-Earnings Ratio (as defined in Exhibit A) is at or above the 50th percentile and below the top third of the group of companies 2 (inclusive of the Company) used to measure Relative TSR Performance in accordance with Exhibit A hereto, or (ii) an additional payment of 50% of the TSR Percentage will be made if the Company's Absolute TSR Performance is at least 15%, and/or if the Company's Price-Earnings Ratio is at or above the top third of the group of companies (inclusive of the Company) used to measure Relative TSR Performance in accordance with Exhibit A hereto (in either case, the (the "Performance Adder"). The Committee may reduce or eliminate payment of the Performance Adder in its sole discretion. The aggregate payments under this Section 6(a) may not exceed 250% of the TSR Percentage. In addition, the overall percentage payment under the entire Performance Grant may not exceed 200% of the Target Amount. b. ROIC b.ROIC Performance. Return on Invested Capital Performance ("ROIC Performance") will determine fifty percent (50%) of the Target Amount ("ROIC Percentage"). ROIC Performance is defined in Exhibit A. The percentage of the ROIC Percentage that will be paid out, if any, is based on the following table: Percentage Payout ROIC Performance Percentage Payoutof of ROIC Percentage 7.41% 7.22% and above 200 % 7.13% 100 % 6.81% 50 % above200% 6.71%125% 6.55%100% 6.22%50% Below 6.81% 0 % • 6.22%0% To the extent that the Company's ROIC Performance is greater than 6.81% 6.22% and less than 7.13%, 6.55%, the ROIC Percentage payout will be interpolated between the applicable Percentage Payout of ROIC Percentage range set forth above. • To the extent that the Company's ROIC Performance is greater than 7.13% 6.55% and less than 7.41%, 6.71%, the ROIC Percentage payout will be interpolated between the applicable Percentage Payout of ROIC Percentage range set forth above. To the extent that the Company's ROIC Performance is greater than 6.71% and less than 7.22%, the ROIC Percentage payout will be interpolated between the applicable Percentage Payout of ROIC Percentage range set forth above. View More
Performance Goals. The Committee, in its discretion, may in the case of Awards (including, in particular, Awards other than Options) intended to qualify for an exception from the limitation imposed by Section 162(m) of the Code ("Performance-Based Awards"), (i) establish one or more performance goals ("Performance Goals") as a precondition to the issuance or vesting of Awards, and (ii) provide, in connection with the establishment of the Performance Goals, for predetermined Awards to those Participants (who contin...ue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance Goals shall be based upon the criteria set forth in Exhibit A hereto which is hereby incorporated herein by reference as though set forth in full. The Performance Goals shall be established in a timely fashion such that they are considered preestablished for purposes of the rules governing performance-based compensation under Section 162(m) of the Code. Prior to the award or vesting, as applicable, of affected Awards hereunder, the Committee shall have certified that any applicable Performance Goals, and other material terms of the Award, have been satisfied. Performance Goals which do not satisfy the foregoing provisions of this Section 10 may be established by the Committee with respect to Awards not intended to qualify for an exception from the limitations imposed by Section 162(m) of the Code.View More
Performance Goals. The Committee, in its discretion, may shall in the case of Awards Grants (including, in particular, Awards Grants other than Options) intended to qualify for an exception from the limitation imposed by Section 162(m) of the Code ("Performance-Based Awards"), Grants") (i) establish one or more performance goals ("Performance Goals") as a precondition to the issuance or vesting of Awards, Grants, and (ii) provide, in connection with the establishment of the Performance Goals, for predetermined Awa...rds Grants to those Participants Grantees (who continue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance Goals shall be based upon the criteria Performance Criteria set forth in Exhibit A hereto which is hereby incorporated herein by reference as though set forth in full. The Performance Goals shall be established in a timely fashion such that they are considered preestablished for purposes of the rules governing performance-based compensation under Section 162(m) of the Code. Prior to the award or vesting, as applicable, of affected Awards hereunder, Restricted Stock intended to qualify for an exception from the limitation imposed by Section 162(m) of the Code, the Committee shall have certified that any applicable Performance Goals, and other material terms of the Award, Grant, have been satisfied. Performance Goals which do not satisfy the foregoing provisions of this Section 10 14 may be established by the Committee with respect to Awards Grants not intended to qualify for an exception from the limitations imposed by Section 162(m) of the Code. View More
Performance Goals. The Committee, in its discretion, may in the case of Awards (including, in particular, Awards other than Options) intended to qualify for an exception from the limitation imposed by Section 162(m) of the Code ("Performance-Based Awards"), (i) establish one or more performance goals ("Performance Goals") as a precondition to the issuance or vesting of Awards, and (ii) provide, in connection with the establishment of the Performance Goals, for predetermined Awards to those Participants (who contin...ue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance Goals shall be based upon the criteria set forth in Exhibit A hereto which is hereby incorporated herein by reference as though set forth in full. The Performance Goals shall be established in a timely fashion such that they are considered preestablished for purposes of the rules governing performance-based compensation under Section 162(m) of the Code. Prior to the award or vesting, as applicable, of affected Awards hereunder, the Committee shall have certified that any applicable Performance Goals, and other material terms of the Award, have been satisfied. Performance Goals which do not satisfy the foregoing provisions of this Section 10 may be established by the Committee with respect to Awards not intended to qualify for an exception from the limitations imposed by Section 162(m) of the Code.View More
Performance Goals. The Committee, in its discretion, may shall in the case of Awards Grants (including, in particular, Awards Grants other than Options) intended to qualify for an exception from the limitation imposed by Section 162(m) of the Code ("Performance-Based Awards"), Grants") (i) establish one or more performance goals ("Performance Goals") as a precondition to the issuance or vesting issue of Awards, Grants, and (ii) provide, in connection with the establishment of the Performance Goals, for predetermin...ed Awards Grants to those Participants Grantees (who continue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance Goals shall be based upon the criteria set forth in Exhibit A hereto which is hereby incorporated herein by reference as though set forth in full. The Performance Goals shall be established in a timely fashion such that they are considered preestablished for purposes of the rules governing performance-based compensation under Section 162(m) of the Code. Prior to the award or vesting, as applicable, of affected Awards Restricted Stock hereunder, the Committee shall have certified that any applicable Performance Goals, and other material terms of the Award, Grant, have been satisfied. Performance Goals which do not satisfy the foregoing provisions of this Section 10 13 may be established by the Committee with respect to Awards Grants not intended to qualify for an exception from the limitations imposed by Section 162(m) of the Code. View More
Performance Goals. The granting and/or vesting of Awards of Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units and other incentives under the Plan may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Code and may provide for a targeted level or levels of achievement ("Performance Goals") including: (i) Cash Position, (ii) Clinical Progression, (iii) Collaboration Arrangement, (iv) Collaborati...on Progression, (v) Earnings Per Share, (vi) Financing Event, (vii) Net Income, (viii) Operating Cash Flow, (ix) Operating Expenses, (x) Operating Income, (xi) Product Approval, (xii) Product Revenues, (xiii) Profit After Tax, (xiv) Projects in Development, (xv) Regulatory Filings, (xvi) Return on Assets, (xvii) Return on Equity, (xviii) Revenue Growth, and (xix) Total Stockholder Return. Prior to the Determination Date, the Administrator will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participant. Any Performance Goals may be used to measure the performance of the Company as a whole or a business unit of the Company and may be measured relative to a peer group or index or to another Performance Goal. With respect to any Award, Performance Goals may be used alone or in combination. The Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Administrator will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participant. In all other respects, Performance Goals will be calculated in accordance with the Company's financial statements, generally accepted accounting principles, or under a methodology established by the Administrator prior to the issuance of an Award, which is consistently applied and identified in the financial statements, including footnotes, or the management discussion and analysis section of the Company's annual report. In determining the amounts earned by a Participant pursuant to an Award intended to qualified as "performance-based compensation" under Section 162(m) of the Code, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A Participant will be eligible to receive payment pursuant to an Award intended to qualify as "performance-based compensation" under Section 162(m) of the Code for a Performance Period only if the Performance Goals for such period are achieved.View More
Performance Goals. The granting and/or vesting of Awards of Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units and other incentives under the Plan may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Code and may provide for a targeted level or levels of achievement ("Performance Goals") including: (i) Cash Position, cash position, (ii) Clinical Progression, earnings per Share, (iii) Collabor...ation Arrangement, net income, (iv) Collaboration Progression, operating cash flow, (v) Earnings Per Share, operating income, (vi) Financing Event, operating expenses, (vii) Net Income, product revenues, (viii) Operating Cash Flow, profit after-tax, (ix) Operating Expenses, revenue, (x) Operating Income, (xi) Product Approval, revenue growth, and (xii) Product Revenues, (xiii) Profit After Tax, (xiv) Projects in Development, (xv) Regulatory Filings, (xvi) Return on Assets, (xvii) Return on Equity, (xviii) Revenue Growth, and (xix) Total Stockholder Return. total stockholder return. Prior to the Determination Date, the Administrator will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participant. Any Performance Goals may be used to measure the performance of the Company as a whole or a business unit of the Company and may be measured relative to a peer group or index or to another Performance Goal. index. With respect to any Award, Performance Goals may be used alone or in combination. The Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Administrator will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participant. In all other respects, Performance Goals will be calculated in accordance with the Company's financial statements, generally accepted accounting principles, or under a methodology established by the Administrator prior to the issuance of an Award, which is consistently applied and identified in the financial statements, including footnotes, or the management discussion and analysis section of the Company's annual report. In determining the amounts earned by a Participant pursuant to an Award intended to qualified as "performance-based compensation" under Section 162(m) of the Code, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A Participant will be eligible to receive payment pursuant to an Award intended to qualify as "performance-based compensation" under Section 162(m) of the Code for a Performance Period only if the Performance Goals for such period are achieved.View More
Performance Goals. The granting and/or vesting of Awards of Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units and other incentives under the Plan may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Code and may provide for a targeted level or levels of achievement ("Performance Goals") including: (i) Cash Position, (ii) Clinical Progression, (iii) Collaboration Arrangement, (iv) Collaborati...on Progression, (v) Earnings Per Share, (vi) Financing Event, (vii) Net Income, (viii) Operating Cash Flow, (ix) Operating Expenses, (x) Operating Income, (xi) Product Approval, (xii) Product Revenues, (xiii) Profit After Tax, (xiv) Projects in Development, (xv) Regulatory Filings, (xvi) Return on Assets, (xvii) Return on Equity, (xviii) Revenue Growth, and (xix) Total Stockholder Return. Prior including, with respect to the Determination Date, Company or any business unit: (a) cash position, (b) clinical progression, (c) collaboration arrangements, (d) collaboration progression, (e) earnings per share, (f) a financing event, (g) net income, (h) operating cash flow, (i) market share, (j) operating expenses, (k) operating income, (l) product approval, (m) product revenues, (n) profit after tax, (o) projects in development, (p) regulatory filings, (q) return on assets, (r) return on equity, (s) revenue growth, and (t) total stockholder return, (u) implementation of, progression in or completion of projects or processes (including, without limitation, progress in research or development programs, progress in regulatory or compliance initiatives, clinical trial initiation, clinical trial enrollment, clinical trial results, new or supplemental indications for existing products, regulatory filing submissions, regulatory filing acceptances, regulatory or advisory committee interactions, regulatory approvals, product supply and systems development and implementation), (v) completion of a joint venture or other corporate transaction, (w) employee retention, (x) budget management and (y) any other measures of performance selected by the Board. The Administrator will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participant. Any Performance Goals may be used to measure the performance of the Company as a whole or a business unit of the Company and may be measured relative to a peer group or index or to another Performance Goal. With respect to any Award, Performance Goals may be used alone or in combination. The Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the The Administrator will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participant. In all other respects, Performance Goals will be calculated in accordance with the Company's financial statements, generally accepted accounting principles, or under a methodology established by the Administrator prior to the issuance of an Award, which is consistently applied and identified in the financial statements, including footnotes, or the management discussion and analysis section of the Company's annual report. In determining the amounts earned by a Participant pursuant to an Award intended to qualified as "performance-based compensation" under Section 162(m) of the Code, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A Participant will be eligible to receive payment pursuant to an Award intended to qualify as "performance-based compensation" under Section 162(m) of the Code for a Performance Period only if the Performance Goals for such period are achieved. Award. View More
Performance Goals. The number of Vested Shares will be determined at the end of the Performance Period and will be based upon the Company's stock price performance relative to that of a defined peer group. The peer group will be comprised of the exploration and production companies set forth on Appendix B, on both the first day of the Performance Period and on the last day of the Performance Period (the "Performance Peer Group"). The calculation of the exact number of Vested Shares to be issued shall be determined... as follows: a. The calculated percentage difference between (i) and (ii), below: (i) the average (rounded to the second decimal place) of the per share closing price of the Company's common stock (the "XEC Beginning Price") and the common stock of each company in the Performance Peer Group over 30 trading days preceding the beginning of the Performance Period, and (ii) the average (rounded to the second decimal place) of the per share closing price of the Company's common stock (the "XEC Ending Price") and the common stock of each company in the Performance Peer Group over 30 trading days preceding the end of the Performance Period. b. After determination of the percentage difference as provided in 4.a., the Company and the companies in the Performance Peer Group will be ranked from the highest percentage to the lowest percentage, with the highest percentage company ranked as first and the lowest percentage company as the last number of the total number of companies in the Performance Peer Group. If during the Performance Period any member of the Performance Peer Group (i) declares bankruptcy, or (ii) is delisted and ceases to be traded on a national securities exchange, then it will remain in the Performance Peer Group and shall be ranked with any similarly-situated company in last place for purposes of this Section 4.b. CIMAREX 2019 EQUITY INCENTIVE PLAN PERFORMANCE AWARD AGREEMENTPage | 2 of 8 c. The result obtained in 4.b. will serve as the basis for the percentage of Vested Shares to be held by you. The applicable vesting percentages are set forth on Appendix A to this Agreement. For the Company's rank under the column entitled "Relative Performance Rank" you will vest the percentage shown under the appropriate "Percent of Award Vesting" column depending on whether (i) the XEC Ending Price is less than the XEC Beginning Price or (ii) the XEC Ending Price is equal to or greater than the XEC Beginning Price. If at the end of the Performance Period there are fewer companies in the Performance Peer Group than at the beginning of the Performance Period, the relative performance rank will be adjusted so that the Company must be ranked first or second of the companies in the Performance Peer Group in order for you to achieve 200% of the award if the XEC Ending Price is equal to or greater than the XEC Beginning Price, or in order for you to receive 100% of the award if the XEC Ending Price is less than the XEC Beginning Price, and no shares will vest if the Company is ranked less than 31% of the companies in the Performance Peer Group, with the remaining vesting percentages adjusted by interpolation.View More
Performance Goals. The number of Vested Shares will be determined at the end of the Performance Period and will be based upon the Company's stock price performance relative to that of a defined peer group. The peer group will be comprised of the exploration and production companies set forth on Appendix B, on both the first day of the Performance Period and on the last day of the Performance Period (the "Performance Peer Group"). The calculation of the exact number of Vested Shares to be issued shall be determined... as follows: a. The a.The calculated percentage difference between (i) and (ii), below: (i) the (i)the average (rounded to the second decimal place) of the per share closing price of the Company's common stock (the "XEC Beginning Price") and the common stock of each company in the Performance Peer Group over 30 trading days preceding the beginning of the Performance Period, and (ii) the (ii)the average (rounded to the second decimal place) of the per share closing price of the Company's common stock (the "XEC Ending Price") and the common stock of each company in the Performance Peer Group over 30 trading days preceding the end of the Performance Period. b. After b.After determination of the percentage difference as provided in 4.a., the Company and the companies in the Performance Peer Group will be ranked from the highest percentage to the lowest percentage, with the highest percentage company ranked as first and the lowest CIMAREX 2014 EQUITY INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT Page | 2 of 8 percentage company as the last number of the total number of companies in the Performance Peer Group. If during the Performance Period any member of the Performance Peer Group (i) declares bankruptcy, or (ii) is delisted and ceases to be traded on a national securities exchange, then it will remain in the Performance Peer Group and shall be ranked with any similarly-situated company in last place for purposes of this Section 4.b. CIMAREX 2019 EQUITY INCENTIVE PLAN PERFORMANCE AWARD AGREEMENTPage | 2 of 8 c. The c.The result obtained in 4.b. will serve as the basis for the percentage of Vested Shares to be held by you. The applicable vesting percentages are set forth on Appendix A to this Agreement. For the Company's rank under the column entitled "Relative Performance Rank" you will vest the percentage shown under the appropriate "Percent of Award Vesting" column depending on whether (i) the XEC Ending Price is less than the XEC Beginning Price or (ii) the XEC Ending Price is equal to or greater than the XEC Beginning Price. If at the end of the Performance Period there are fewer companies in the Performance Peer Group than at the beginning of the Performance Period, the relative performance rank will be adjusted so that the Company must be ranked first or second of the companies in the Performance Peer Group in order for you to achieve 200% of the award if the XEC Ending Price is equal to or greater than the XEC Beginning Price, or in order for you to receive 100% of the award if the XEC Ending Price is less than the XEC Beginning Price, award, and no shares will vest if the Company is ranked less than 31% 35% of the companies in the Performance Peer Group, with the remaining vesting percentages adjusted by interpolation. 5. Termination of Employment. a. Death or Disability. If your employment with the Company terminates on account of death or disability (as defined below) prior to the end of the Performance Period, you will receive the number of Vested Shares calculated in accordance with paragraph 4, except that the end of the Performance Period will be the date of death or disability. You will be considered disabled if you are (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of Cimarex. b. Other Terminations. If your employment is terminated, voluntarily or involuntarily, for any reason other than death or disability prior to the end of the Performance Period, your Restricted Stock will be forfeited. View More
Performance Goals. The performance goals for the Value Management Award Units granted hereby (the "Performance Goals") shall constitute a measure of Total Shareholder Return over the Performance Period, relative to that of the Peer Group, as set forth below:Relative Performance Value Management Award Earned At or above the 75th percentile 200% of face valueBetween the 50th and 75th percentiles Sliding scale between 0% and 200%Below the 50th percentile 0% of face value Following completion of the Performance Period..., the Committee will calculate the Total Shareholder Return of the Company and that of each of the companies in each component of the Peer Group, and will rank the Company's performance by percentile for each component of the Peer Group. Upon a determination by the Committee of the Company's relative performance for each group as weighted pursuant to Paragraph D.3., an amount with respect to each component will be paid in accordance with Paragraph D.5 to Employee equal to (a) the aggregate face amount of the Value Management Award multiplied by (b) the percentage amount corresponding to the identified percentile ranking as set forth above.View More
Performance Goals. The performance goals for the Value Management Award Units granted hereby (the "Performance Goals") shall constitute a measure of Total Shareholder Return over the Performance Period, relative to that of the Peer Group, as set forth below:Relative below: Relative Performance Value Management Award Earned At EarnedAt or above the 75th 85th percentile 200% of face valueBetween value Between the 50th 25th and 75th 85th percentiles Sliding scale between 0% and 200%Below the 50th 25th percentile 0% o...f face value Following completion of the Performance Period, the Committee will calculate the Total Shareholder Return of the Company and that of each of the companies in each component of the Peer Group, and will rank the Company's performance by percentile for each component of the Peer Group. Upon a determination by the Committee of the Company's relative performance for each group as weighted pursuant to Paragraph D.3., C.3., an amount with respect to each component will be paid in accordance with Paragraph D.5 C.5 to Employee equal to (a) the aggregate face amount of the Value Management Award multiplied by (b) the percentage amount corresponding to the identified percentile ranking as set forth above. View More
Performance Goals. The performance goals for the Value Management Award Units granted hereby (the "Performance Goals") shall constitute a measure of Total Shareholder Return over the Performance Period, relative to that of the Peer Group, as set forth below:Relative below: Relative Performance Value Management Award Earned At EarnedAt or above the 75th 85th percentile 200% of face valueBetween the 50th 25th and 75th 85th percentiles Sliding scale between 0% and 200%Below the 50th 25th percentile 0% of face value F...ollowing valueFollowing completion of the Performance Period, the Committee will calculate the Total Shareholder Return of the Company and that of each of the companies in each component of the Peer Group, and will rank the Company's performance by percentile for each component of the Peer Group. Upon a determination by the Committee of the Company's relative performance for each group as weighted pursuant to Paragraph D.3., Section C.3., an amount with respect to each component will be paid in accordance with Paragraph D.5 Section C.5 to Employee equal to (a) the aggregate face amount of the Value Management Award multiplied by (b) the percentage amount corresponding to the identified percentile ranking as set forth above. View More
Performance Goals. (a) Subject to the following sentence, the Performance Goal is set out in Appendix A hereto, which Appendix A is incorporated by reference herein and made a part hereof. Notwithstanding the foregoing, the provisions of Section 13 or any other provision of A-1 this Agreement to the contrary, the Committee reserves the right to unilaterally change or otherwise modify the Performance Goal in any manner whatsoever (including substituting a new Performance Goal), but only to the extent that the Commi...ttee has first determined that the exercise of such discretion would not cause the Performance Share Units to fail to qualify as "performance-based compensation" under Section 162(m) of the Code. If the Committee exercises such discretionary authority to any extent, the Committee shall provide the Grantee with a new Appendix A in substitution for the Appendix A attached hereto, and such new Appendix A and the Performance Goal set out therein (rather than the Appendix A attached hereto and the Performance Goal set out therein) shall in all events apply for all purposes of this Agreement. (b) Depending upon the extent, if any, to which the Performance Goal has been achieved, and subject to compliance with the requirements of Section 4, each Performance Share Unit shall entitle the Grantee to receive, at such time as is determined in accordance with the provisions of Section 5, between 0 and 2.0 Shares for each Performance Share Unit. The Committee shall, as soon as practicable following the last day of the Performance Period, certify (i) the extent, if any, to which, in accordance with Appendix A, the Performance Goal has been achieved with respect to the Performance Period and (ii) the number of whole and/or partial Shares, if any, which, subject to compliance with the vesting requirements of Section 4, the Grantee shall be entitled to receive with respect to each Performance Share Unit (with such number of whole and/or partial Shares being hereafter referred to as the "Share Delivery Factor"). Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.View More
Performance Goals. (a) Subject to the following sentence, the Performance Goal is set out in Appendix A hereto, which Appendix A is incorporated by reference herein and made a part A-1 hereof. Notwithstanding the foregoing, the provisions of Section 13 or any other provision of A-1 this Agreement to the contrary, the Committee reserves the right to unilaterally change or otherwise modify the Performance Goal in any manner whatsoever (including substituting a new Performance Goal), but only to the extent that the C...ommittee has first determined that the exercise of such discretion would not cause the Performance Share Units to fail to qualify as "performance-based compensation" under Section 162(m) of the Code. Goal).e. If the Committee exercises such discretionary authority to any extent, the Committee shall provide the Grantee with a new Appendix A in substitution for the Appendix A attached hereto, and such new Appendix A and the Performance Goal set out therein (rather than the Appendix A attached hereto and the Performance Goal set out therein) shall in all events apply for all purposes of this Agreement. (b) Depending upon the extent, if any, to which the Performance Goal has been achieved, and subject to compliance with the requirements of Section 4, each Performance Share Unit PSU shall entitle the Grantee to receive, at such time as is determined in accordance with the provisions of Section 5, between 0 and 2.0 Shares for each Performance Share Unit. PSU. The Committee shall, as soon as practicable following the last day of the Performance Period, certify (i) the extent, if any, to which, in accordance with Appendix A, the Performance Goal has been achieved with respect to the Performance Period and (ii) the number of whole and/or partial Shares, if any, which, subject to compliance with the vesting requirements of Section 4, the Grantee shall be entitled to receive with respect to each Performance Share Unit PSU (with such number of whole and/or partial Shares being hereafter referred to as the "Share Delivery Factor"). Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law. View More
Performance Goals. The Performance Goals for the Performance Period are specified in Schedule A based on a comparison of the Company's average performance over the Performance Period (i.e., the summation of performance for calendar years one, two and three divided by three) for (a) return on common equity ("ROCE"), (b) compounded annual growth rate of total assets ("CAGR"), and (c) return on average assets ("ROAA") relative to the average performance for publicly-traded banks with total assets between $1 billion a...nd $5 billion on the SNL Bank Index (the "SNL Index") for ROCE, CAGR and ROAA over the Performance Period. Only banks which have reported year-end results by March 1st will be considered for comparison purposes. In the event SNL Financial LC ceases to publish the SNL Index, the Committee will engage an independent compensation consultant to assist the Committee in selecting a new bank index or bank peer group for purposes of determining if a Performance Goal has been met.View More
Performance Goals. The Performance Goals "Performance Goals" for the Performance Period are specified in Schedule A based on a comparison of the Company's average performance over the Performance Period (i.e., the summation of performance for calendar years one, two and three divided by three) for (a) return on common equity ("ROCE"), (b) compounded annual growth rate of total assets ("CAGR"), and (c) return on average assets ("ROAA") ("ROAA"), all relative to the average performance for publicly-traded banks with... total assets between $1 $3 billion and $5 $7 billion on the SNL Bank Index (the "SNL Index") for ROCE, CAGR and ROAA over the Performance Period. Only banks which have reported year-end results by March 1st will be considered for comparison purposes. In the event SNL Financial LC S&P Global Market Intelligence LLC (or any successor) ceases to publish the SNL Index, the Committee will engage an independent compensation consultant to assist the Committee in selecting a new bank index or bank peer group for purposes of determining if a Performance Goal has been met. View More
Performance Goals. (a) Setting of Performance Goals. (i) For a given Performance Period, the Committee shall, within the Applicable Period, set one or more objective target performance goals for each Participant and/or each group of Participants and/or each bonus pool (if any). Such goals shall be based exclusively on one or more of the following corporate-wide or subsidiary, division or operating unit financial and strategic measures: (1) pre-tax or after-tax net income, (2) pre-tax or after-tax operating income,... (3) gross revenue, (4) profit margin, (5) stock price, dividends and/or total stockholder return, (6) cash flow(s), (7) market share, (8) pre-tax or after-tax earnings per share, (9) pre-tax or after-tax operating earnings per share, (10) expenses, (11) return on equity, or (12) strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, or geographic business expansion goals, cost targets, and goals relating to acquisitions or divestitures, or any combination thereof (in each case before or after such objective income and expense allocations or adjustments as the Committee may specify within the Applicable Period). (ii) Each such goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on current internal targets, the past performance of the Company (including, but not limited -4- to, the performance of one or more subsidiaries, divisions and/or operating units) and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital (including, but limited to, the cost of capital), stockholders' equity and/or shares outstanding, or to assets or net assets. In all cases, the performance goals shall be such that they satisfy any applicable requirements under Treas. Reg. Sec. 1.162-27(e)(2) (as amended from time to time) that the achievement of such goals be "substantially uncertain" at the time that they are established, and that the Individual Award Opportunity be defined in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goal has been met, and, subject to the Committee's right to apply Negative Discretion, the value of the bonus award payable as a result of such performance. (b) Impact of Extraordinary Items or Changes in Accounting. To the extent applicable, the measures used in setting performance goals set under the Plan for any given Performance Period shall be determined in accordance with GAAP in a manner consistent with the methods used in the Company's audited financial statements, without regard to (i) extraordinary items as determined by the Company's independent registered public accounting firm in accordance with GAAP, (ii) changes in accounting, unless, in each case, the Committee decides otherwise within the Applicable Period or (iii) non-recurring acquisition expenses and restructuring charges. Notwithstanding the foregoing, in calculating operating earnings or operating income (including on a per share basis), the Committee may, within the Applicable Period for a given Performance Period, provide that such calculation shall be made on the same basis as reflected in a release of the Company's earnings for a previously completed period as specified by the Committee.View More
Performance Goals. (a) Setting of Of Performance Goals. (i) For a given Performance Period, the Plan Committee shall, within the Applicable Period, set one or more objective target performance goals for each Participant and/or each group of Participants and/or each bonus pool (if any). Such goals shall be based exclusively on one or more of the following corporate-wide or subsidiary, division or operating unit financial and strategic measures: (1) pre-tax or after-tax net income, (2) pre-tax or after-tax operating... income, (3) gross revenue, (4) profit margin, (5) stock price, dividends and/or total stockholder return, (6) cash flow(s), and (7) market share, (8) pre-tax or after-tax earnings per share, (9) pre-tax or after-tax operating earnings per share, (10) expenses, (11) return on equity, or (12) strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, or geographic business expansion goals, cost targets, and goals relating to acquisitions or divestitures, or any combination thereof (in thereof; in each case before or after such objective income and expense allocations or adjustments (including with respect to interest expense, depreciation expense, or financing expense) as the Committee may specify within the Applicable Period). (ii) Each such goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on current internal targets, the past performance of the Company (including, but not limited -4- to, (including the performance of one or more subsidiaries, divisions and/or operating units) and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital (including, but limited to, the cost of capital), stockholders' shareholders' equity and/or shares outstanding, or to assets or net assets. In all cases, the performance goals shall be such that they satisfy any applicable requirements under Treas. Reg. Sec. 1.162-27(e)(2) (as amended from time to time) that the achievement of such goals be "substantially uncertain" at the time that they are established, and that the Individual Award Opportunity award opportunity be defined in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goal has been met, and, subject to the Plan Committee's right to apply Negative Discretion, the value amount of the bonus award payable as a result of such performance. (b) Impact of Extraordinary Items or Changes in Accounting. To the extent applicable, the Certain Adjustments. The measures used in setting performance goals set under the Plan for any given Performance Period shall be determined in accordance with GAAP in and a manner consistent with the methods used in the Company's audited financial statements, without regard to (i) extraordinary items as determined by the Company's independent registered public accounting firm in accordance with GAAP, (ii) changes in accounting, unless, in each case, unless the Plan Committee decides otherwise within the Applicable Period or (iii) non-recurring (ii) acquisition expenses and restructuring and impairment charges. Notwithstanding In setting the foregoing, in calculating operating earnings or operating income (including on a per share basis), the Committee may, within performance goals during the Applicable Period Period, the Plan Committee may provide for a given Performance Period, provide that adjustments in respect of gains or losses on retirement of debt, non-operating income or losses, discontinued operations, litigation or claim judgments, changes in law, out of period expenses or income and such calculation shall be made on other adjustments as it deems appropriate, to the same basis as reflected in a release extent consistent with Section 162(m) of the Company's earnings for a previously completed period as specified by Code. Furthermore, the Committee. aforementioned adjustments may also apply to equity in income or loss of unconsolidated investees. View More
Performance Goals. 3.1 The number of RSUs vested will be determined based on the level of achievement of the Performance Goals in accordance with Exhibit 1. All determinations of whether Performance Goals have been achieved, the number of RSUs vested, and all other matters related to this Section 3 shall be made by the Board of Directors, in their sole discretion. 3.2 Promptly following completion of a Performance Goal, the Board of Directors will review and certify in writing (a) whether, when and to what extent,... the Performance Goal has been achieved, and (b) the number of RSUs that vest, if any, subject to compliance with the requirements of Section 4. Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.View More
Performance Goals. 3.1 The number of RSUs vested will be determined based on the level of achievement of the Performance Goals in accordance with Exhibit 1. All determinations of whether Performance Goals have been achieved, the number of RSUs vested, and all other matters related to this Section 3 shall be made by the Compensation Committee of the Board of Directors, Directors (the "Compensation Committee"), in their sole discretion. 3.2 Promptly following completion of a Performance Goal, the Board of Directors...Compensation Committee will review and certify in writing (a) whether, when and to what extent, the Performance Goal has been achieved, and (b) the number of RSUs that vest, if any, subject to compliance with the requirements of Section 4. Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law. View More
