Performance Measures Contract Clauses (89)

Performance Measures. The extent, if any, to which you shall have the right to become vested in this Award Agreement shall depend upon your continuous employment throughout the Vesting Period and the extent to which the performance measure has been satisfied as of the Final Measurement Date or the date of your Termination of Employment, as applicable, as specified below:If Operating Income for a Measurement Period is equal to or greater than one hundred percent (100%) of the Operating Income Goal, or in the case of a... termination pursuant to Section 3.2, the Operating Income Goal is on track to be satisfied as of the date of your Termination of Employment, you shall become fully vested in your award.In the case of a termination pursuant to Section 3.3, if the Operating Income Goal is on track to be satisfied as of the date of your Termination of Employment, you shall become vested in a pro rata portion of your Award as described in Section 3.3. View More

Performance Measures. The Plan Payout Percentage shall be determined based on [DESCRIBE PERFORMANCE MEASURES] 4. Rights as a Shareholder. The Participant shall have no rights as a stockholder of the Company with respect to any Shares of Common Stock covered by or relating to the Performance Stock Units until such Shares are actually delivered to the Participant. For purposes of clarification, the Participant shall not have any voting or dividend rights with respect to the Shares of Common Stock underlying the Perform...ance Stock Units unless and until such Shares are actually delivered to the Participant. 1 This information regarding the external plan administrator may be included in individual grants as applicable. US.121149404.03 5. Dividend Equivalents. Except as otherwise determined by the Committee, in its sole discretion, the Participant will earn Dividend Equivalents in an amount equal to the value of any ordinary [cash or stock] dividends paid by the Company upon one Share of Common Stock for each unvested Performance Stock Unit, which may be credited in cash or Common Stock as determined by the Committee in such manner as the Committee may determine from time to time and will be subject to the same vesting provisions as apply to the Performance Stock Units to which such Dividend Equivalents relate. View More

Performance Measures. The number of Performance Shares earned at the end of the three-year Performance Period will vary depending on the degree to which the following performance goals for the Performance Period, as established by the Committee, are met: 70% allocated to adjusted earnings per share growth for each fiscal year of the Performance Period; and 30% allocated to constant currency revenue growth for each fiscal year of the Performance Period.3.Determination of Performance Shares Earned. For each component f...iscal year calculation described in Section 2 above, at the target level, 100% performance will be achieved; at the threshold level, 50% performance will be achieved; below the threshold level, 0% performance will be achieved; and at the maximum level or above, 150% performance will be achieved. Performance between minimum and target, and between target and maximum, will achieve performance levels on a pro-rated basis between 50% and 100%, and 100% and 150%, respectively. As established and approved by the Committee, the resulting total achieved performance level for each fiscal year of the Performance Period will be averaged to arrive at the final earned performance percentage for the Performance Period.1The amount earned will be calculated according to the following:Percent ofPerformance=TargetXTargetShares AwardedPerformance SharesPerformance Shares Earned4.Disability or Death. If during the Performance Period you have a Termination of Service by reason of Disability or death, then the number of Performance Shares earned (based on performance as of the end of the Performance Period) shall become vested at the end of the Performance Period. Any Performance Shares becoming vested by reason of your Termination of Service by reason of Disability or death shall be paid at the same time Performance Shares are paid to other Participants. View More

Performance Measures. (a) The performance goals upon which the payment or vesting of an Award granted to a Participant may include, but not be limited to, the following: 11 1. Net earnings or net income (before or after taxes); 2. Earnings per share; 3. Earnings before or after taxes, depreciation, and/or amortization; 4. Net sales or revenue growth (whether in general or by type of product or service or by type of customer); 5. Revenues or sales; 6. Net operating profit; 7. Net operating income or net operating earn...ings per share (excluding acquisition expenses and other non-recurring charges); 8. Return measures (including, but not limited to, GAAP, operating, core or adjusted return on assets, regulatory capital, capital, tangible capital, invested capital, equity, sales, or revenue); 9. Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment); 10. Gross or operating margins; 11. Productivity and financial performance ratios; 12. Share price (including, but not limited to, growth measures and total shareholder return); 13. Expense targets and operating expenses; 14. Margins (including, but not limited to, net interest margin); 15. Completion of acquisitions of business or companies; 16. Completion of divestitures or asset sales; 17. Asset quality metrics; 18. Achievement of business operational objectives; 19. Operating efficiency; 20. Deposit market share; 21. Customer satisfaction; 22. Working capital targets and change in working capital; 23. Customer account growth and new account openings; and 24. Any one or a combination of any of the foregoing business criteria. Any Performance Measure(s) may be used to measure the performance of the Company, Subsidiary, and/or any affiliate of the Company as a whole or any business unit of the Company, Subsidiary, and/or affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Paragraph 16(a). (b) The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (iv) any reorganization and restructuring programs, (v) extraordinary nonrecurring items as described in FASB Accounting Standards Codification 225-20 and/or in management's discussion and analysis of financial condition and results of operations appearing in the Company's annual report to shareholders for the applicable year, (vi) acquisitions or divestitures, and (vii) foreign exchange gains and losses. 12 (c) In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. View More

Performance Measures. The portion, if any, of your LTIP Award that you earn will be based on Morgan Stanley performance against the performance measures set forth in this Section 2 and the other terms and conditions of this Award Certificate, and may vary from zero to 1.5 times the number of performance stock units included in the Target Award. (a) Morgan Stanley's Return on Equity. One-half of the Target Award will be earned based on MS ROE. The number of performance stock units that you earn (subject to vesting and... the other terms and conditions of your award) based on MS ROE will be determined by multiplying the number of performance stock units representing one-half of the Target Award by a multiplier determined as follows: MS ROE Multiplier 11.5% or more 1.50 10% 1.00 5% 0.50 Less than 5% 0.00 If MS ROE is between two thresholds, then the multiplier will be obtained by straight-line interpolation between the two thresholds. For example, if MS ROE is 9.5%, the multiplier would be 0.95. If MS ROE is less than 5%, you will not earn any portion of your LTIP Award as a result of the MS ROE measure, and one-half of the Target Award will be canceled. (b) Relative Total Shareholder Return. One-half of the Target Award will be earned based on Morgan Stanley's Total Shareholder Return as compared to the Total Shareholder Return of each member of the Index Group. The number of performance stock units that you earn (subject to vesting and the other terms and conditions of your award) based on Morgan Stanley's TSR as compared to the TSR of the Index Group will be determined by (i) subtracting the Index Group TSR from Morgan Stanley's TSR ("Relative TSR") and (ii) multiplying the number of performance stock units representing one-half of the Target Award by a multiplier determined as follows; provided that, in no event shall the Relative TSR multiplier exceed 1.00 if Morgan Stanley's TSR for the Performance Period is negative: Relative TSR Multiplier 25% or more 1.50 3 0% 1.00 - 50% 0.50 Less than -50% 0.00 If the Relative TSR is between the thresholds, then the multiplier will be obtained by straight-line interpolation between the two points. For example, if Morgan Stanley's TSR is 20% and the Index Group's TSR is 10%, the Relative TSR would be 10% and the multiplier would 1.20. (c) Equitable Adjustments. If an event occurs with respect to Morgan Stanley that renders, in the sole determination of the Committee, any of the performance measures set forth in Section 2(a) or Section 2(b) to no longer be appropriate, then the Committee shall equitably adjust the calculation of such measures, as it deems appropriate in its sole discretion, to maintain the intended economics and to carry out the intent of the original terms of your LTIP Award. In the event of any unusual or non-recurring event affecting MS ROE or any change in applicable tax, legal or regulatory requirements or accounting methods, practices or policies, the Committee shall make equitable adjustments as it deems appropriate in its sole discretion, to MS ROE and any other provision of your LTIP Award. View More

Performance Measures. The number of Performance Shares earned at the end of the three-year Performance Period will vary depending on the degree to which the combination of Adjusted earnings before income and taxes (EBIT) weighted at 70%, and return on invested capital (ROIC), weighted at 30%, performance goals are met. FIFO Adjusted EBIT and ROIC performance goals are based on the three-year average annual goal, with inventory based on the FIFO method of accounting.