Performance Objective Contract Clauses (38)

Performance Objective. a. In General. As provided in the Plan, the vesting, exercisability and/or payment of any Award may be conditioned upon the achievement of one or more Performance Objectives. Any Performance Objectives shall be based on the achievement of one or more criteria selected by the Committee, in its discretion, which may include, but shall not be limited to, the following: return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, economic value added, e...arnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, sales growth, gross margin return on investment, increase in the Fair Market Value of the Shares, net operating profit, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investments (which equals net cash flow divided by total capital), internal rate of return, increase in net present value or expense targets. The Committee may, at the time of establishing the Performance Objective(s), exclude the effects of (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax regulations or laws, or (iv) the effect of a merger or acquisition. As determined by the Committee in its discretion, the calculation of any Performance Objective established for purposes of an Award may be made without regard to changes in accounting methods used by the Company or in accounting standards that may be required by the Financial Accounting Standards Board after a Performance Objective relative to an Award is established and prior to the time the compensation earned by reason of the achievement of the relevant Performance Objective is paid to the Participant. 11 b. Establishment of Performance Objectives. With respect to any Award subject to Performance Objectives, the Committee shall establish in writing the Performance Objectives, the performance period, and any formula for computing the payout of the Award. Such terms and conditions shall be established in writing during the first ninety days of the applicable performance period (or by such other date as may be determined by the Committee, in its discretion). c. Certification of Performance. Prior to payment, exercise or vesting of any Award subject to Performance Objectives, the Committee will certify in writing whether the applicable Performance Objectives and other material terms imposed on such Award have been satisfied, and, if they have, ascertain the amount of the payout or vesting of the Award. d. Adjustments. If the Committee determines that a change in the Company's business, operations, corporate structure or capital structure, or in the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may, in its discretion and without the consent of any Participant, adjust such Performance Objectives or the related level of achievement, in whole or in part, as the Committee deems appropriate and equitable, including, without limitation, to exclude the effects of events that are unusual in nature or infrequent in occurrence (as determined in accordance with applicable financial accounting standards), cumulative effects of tax or accounting changes, discontinued operations, acquisitions, divestitures and material restructuring or asset impairment charges. View More

Performance Objective. The payout under this Award is based upon the level of achievement of two performance objectives: 50% of your Award will vest based upon on the Company's relative Total Shareholder Return ("Relative TSR"), and 50% of your Award will vest based upon the Company's, or applicable Segment's, compound annual growth rate of Earnings Before Interest and Taxes ("EBIT CAGR"). a. Relative TSR. The Company's Total Shareholder Return ("TSR") during the Performance Period will be compared to the TSR of all t...he companies in the Industrial, Consumer Discretionary and Materials sectors of the S&P 500 and the S&P 400 (the "Peer Group"). TSR is calculated as follows and assumes dividends are reinvested on the ex-dividend date: Ending Stock Price – Beginning Stock Price + Reinvested Dividends Beginning Stock Price The "Beginning Stock Price" is the average closing share price of the Company's stock for the last 20 trading days prior to the Performance Period. The "Ending Stock Price" is the average closing share price of the Company's stock for the last 20 trading days within the Performance Period. The 50% of your Award allocated to Relative TSR will vest according to the following schedule. Payouts will be interpolated for results falling between the levels shown. Relative TSR Percentile Relative TSR Vesting % <25% 0% 25% 25% 30% 35% 35% 45% 40% 55% 45% 65% 50% 75% 55% 100% 60% 125% 65% 150% 70% 175% 75% 200% >75% 200% 1 Notwithstanding the foregoing vesting schedule, in the event that the Company's TSR for the Performance Period is negative (Ending Stock Price plus Reinvested Dividends is less than the Beginning Stock Price), the Relative TSR vesting percentage will be capped at 100%. b. EBIT CAGR. EBIT CAGR during the Performance Period will be the compound annual growth rate of the total earnings before income and taxes ("EBIT") for the Company, or applicable Segment(s), during the third fiscal year of the Performance Period compared to the Base Year EBIT. "Base Year EBIT" is the total EBIT of the Company, or applicable Segment, during the fiscal year immediately preceding the Performance Period. The calculation of EBIT CAGR will include results from businesses acquired during the Performance Period. EBIT CAGR will exclude results for any businesses divested during the Performance Period, and the divested businesses' EBIT will also be deducted from Base Year EBIT. EBIT CAGR will exclude (i) results from non-operating branches, (ii) certain currency and hedging-related gains and losses, (iii) gains and losses from asset disposals, (iv) items that are outside the scope of the Company's core, on-going business activities, and (v) with respect to Segments, all amounts relating to corporate allocations. EBIT CAGR will be adjusted to eliminate gain, loss or expense, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial statements in the Company's 10-K relating to the fiscal year immediately preceding the Performance Period; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle. The 50% of your Award allocated to EBIT CAGR will vest according to the following schedule. Payouts will be interpolated for results falling between the levels shown. EBIT CAGR % EBIT CAGR Vesting % <2% 0% 2% 75% 4% 100% 6% 125% 8% 150% 10% 175% 12% 200% >12% 200% If, during the Performance Period, your responsibilities shift due to a transfer or a corporate restructuring (a "Reassignment"), the 50% of your Award allocated to EBIT CAGR will be reallocated as follows: (i) You will have EBIT CAGR results calculated for any full calendar year(s) during the Performance Period completed prior to the Reassignment based upon the Company, or applicable Segment(s), identified in your original Award Agreement. (ii) You will have EBIT CAGR results calculated for the calendar year in which the Reassignment occurs, and any subsequent calendar year(s) during the Performance Period, based upon the Company, or applicable Segment(s), according to your responsibilities following the Reassignment. 2 (iii) The vesting percentage for the EBIT CAGR portion of your Award will be the weighted average of the results calculated under paragraphs (i) and (ii). View More

Performance Objective. The vesting of the PSUs shall be conditioned upon the satisfaction of the following "Performance Objective" for each Covered Year of the Performance Period: (a) with respect to the [•] fiscal year, a performance vesting requirement based on Consolidated EBITDA or such other performance objective as set forth in Section 3(c) of this Annex A; and(b) with respect to the [•] fiscal year and the [•] fiscal year, a performance vesting requirement based upon Consolidated EBITDA or such other performanc...e objective as may be established by the Committee no later than the last day of the first fiscal quarter of such fiscal year and communicated to the Participant in writing within 30 days of such determination. For each of [•], [•] and [•] (the "Covered Years"), the applicable Performance Objective shall have a threshold, target and maximum level.2. Certification of Achievement Relative to Performance Objective. No later than the last day of the fiscal quarter immediately following the Performance Period, the Committee will certify the extent, if any, to which the Performance Objective has been achieved. View More