Performance Share Units Contract Clauses (36)

Performance Share Units. (A) Grant of PSUs. As set forth above, the Company hereby grants to the Participant, as of the Grant Date, the Target Number of PSUs Granted as set forth in the table above. (B) No Share Issuance at Grant. No Shares shall be issued or delivered to the Participant at the time the PSUs are granted. (C) Determination of the Earned PSUs. The Human Resources and Compensation Committee (the "Committee") and the Board shall have the sole authority to determine the level of achievement of the PSU Perfor...mance Objectives and the Relative TSR Modifier and to calculate the number of Earned PSUs, and shall do so as soon as practicable following the completion of the PSU Performance Period and release of Financial Statements as set forth in the table above. For the avoidance of doubt, nothing herein shall derogate from the Committee's and the Board's discretion to reduce variable compensation. (D) Adjustment of PSU Performance Objectives. The Committee and, as applicable, the Board shall have the discretion to adjust (increase or decrease) the PSU Performance Objectives and their relative weights as set forth in the table above if one or more of the following items of gain, loss, profit or expense, having a material impact on the PSU Performance Objectives, is: (i) determined to be extraordinary, unusual or non-recurring in nature; (ii) related to changes in accounting principles under GAAP or tax laws; (iii) related to currency fluctuations; (iv) related to productivity initiatives or new business initiatives; (v) related to discontinued operations that do not qualify as a segment of business under GAAP; or (vi) attributable to the business operations or assets of any entity acquired or licensed by the Company during the fiscal year, to the extent the Committee or the Board, as applicable, determines that the adjustment is necessary or advisable to avoid the dilution or enhancement of the intended incentives and benefits of the PSUs or if such adjustments were reflected in the Company's public non-GAAP financial results. View More

Performance Share Units. 2.1 The Company hereby grants to the Participant [________] Performance Share Units, subject to such conditions as are provided for in the Plan and this Award Agreement. 2.2 Subject to Section 4 below, upon expiration of the Performance Period, a number of Performance Share Units shall vest equal to the product of the aggregate number of Performance Share Units set forth in Section 2.1 multiplied by the percentage corresponding to the Company's TSR Percentile during the Performance Period in acc...ordance with the following table (such Performance Share Units, the "Earned Performance Share Units"): Company's TSR Percentile % of Performance Share Units Below the 25th Percentile: 0% 25th TSR Percentile: 50% 50th TSR Percentile: 75% 75th TSR Percentile and Above: 100% 2 If the Company's TSR Percentile during the Performance Period is between two of the TSR Percentiles in the above table, the corresponding percentage of Performance Share Units shall be calculated using linear interpolation (e.g., 65th TSR Percentile would result in a percentage of Performance Share Units of 90%). 2.3 Notwithstanding the foregoing and subject to Section 4 below, the Performance Share Units shall vest only if the Participant's service with the Company as an Eligible Person is not interrupted or terminated ("Continuous Service") from the Grant Date through the last day of the Performance Period. 2.4 Participant acknowledges receipt of a copy of the Plan, and agrees that this Award Agreement shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Award Agreement. View More

Performance Share Units. In accordance with the terms of the Performance Share Unit Agreement, your shares that vest on March 31, 2020 shall vest on that date. Any shares that are unvested at the time your employment ends will be forfeited.