Selection of Participants and Determination of Awards Clause Example from Business Contracts

Selection of Participants and Determination of Awards. (a) Selection of Participants. The Committee, in its sole discretion, will select the Employees who will be Participants for any Performance Period. Participation in the Plan is in the sole discretion of the Committee, on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period or Performance Periods. (b) Determination o...f Target Awards. The Committee, in its sole discretion, may establish a Target Award for each Participant (which may be expressed as a percentage of a Participant's base salary for the Performance Period or a fixed dollar amount or such other amount or based on such other formula as the Committee determines). The grant of a Target Award to a Participant does not guarantee any payment to Participant under the Plan, and shall not be construed as such. (c) Determination of Actual Award; Discretion to Modify Awards. The Committee shall have the sole discretion to determine the extent to which the performance criteria applicable to a Target Award has been satisfied and the amount of the Actual Award payable to the Participant (if any) based on the satisfaction of such performance criteria. Notwithstanding any contrary provision of the Plan, the Committee may, in its sole discretion and at any time, increase, reduce or eliminate a Participant's Actual Award. The Actual Award may be below, at or above the Target Award, in the Committee's discretion. The Committee may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and will not be required to establish any allocation or weighting with respect to the factors it considers. (d) Discretion to Determine Performance Criteria. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, will determine the performance goals (if any) applicable to any Target Award (or portion thereof). The goals may be on the basis of any factors the Committee determines relevant, and may be on an individual, divisional, business unit, segment or Company-wide basis. Any performance criteria used may be measured on such basis as the Committee determines. The performance goals may differ from Participant to Participant and from award to award. The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee. 2 4. Payment of Awards. (a) Right to Receive Payment. Each Actual Award will be paid solely from the general assets of the Company. Nothing in the Plan will be construed to create a trust or to establish or evidence any Participant's claim of any right other than as an unsecured general creditor with respect to any payment to which he or she may be entitled. (b) Timing of Payment. Payment of each Actual Award shall be made as soon as practicable after the end of the Performance Period to which the Actual Award relates and after the Actual Award is approved by the Committee, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Performance Period ends. Unless otherwise determined by the Committee, to earn an Actual Award a Participant must be employed by the Company or any Affiliate on the date the Actual Award is paid. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) will not be deemed a termination of employment. (c) Form of Payment. Each Actual Award will be paid in cash (or its equivalent) in a single lump sum. View More