Common use of Earning of Performance Units Clause in Contracts

Earning of Performance Units. (a) Twenty-five percent (25%) of the Performance Units may be earned with respect to each of the four Performance Periods defined in Section 1(a) of this Schedule C and shall be earned as follows: (i) If, upon the conclusion of a Performance Period, Adjusted EPS equals the threshold level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 50% of the Performance Units allocated to such Performance Period shall become earned. (ii) If, upon the conclusion of a Performance Period, Adjusted EPS equals the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% of the Performance Units allocated to such Performance Period shall become earned. (iii) If, upon the conclusion of a Performance Period, Adjusted EPS equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee does not certify that the Management Objectives have been satisfied for such Performance Period. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of Avient, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate. (d) Subject to the provisions of Sections 3 and 4 of this Schedule C, your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient or a Subsidiary through the payment date, which shall be a date in 2027 determined by the Committee (or its authorized delegatee) and shall occur no later than March 15, 2027 (the “Payment Date”). (e) Notwithstanding the provisions of Section 4 of this Schedule C and to the extent permitted by applicable law, a number of Performance Units may become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Date.

Appears in 1 contract

Sources: Incentive Awards Agreement (Avient Corp)

Earning of Performance Units. (a) Twenty-five percent (25%) of the The Performance Units may be earned with respect to each of the four Performance Periods defined in Section 1(a) of this Schedule C and shall be earned as follows: (i) If, upon the conclusion of a the Performance Period, Adjusted EPS equals Earnings Per Share equal or exceed the threshold level, as set forth in but is less than the Performance Matrix contained in your Statement of Performance Goals, then 50100% of the Performance Units allocated to such Performance Period shall become earned. (ii) If, upon the conclusion of a Performance Period, Adjusted EPS equals the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% a proportionate number of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (iiiii) If, upon the conclusion of a the Performance Period, Adjusted EPS equals Earnings Per Share equal or exceeds exceed the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200100% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but is less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage number of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (iii) If, upon the conclusion of the Performance Period, Earnings Per Share equal or exceed the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, 200% of the Performance Units shall become earned. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee does not certify that the Management Objectives have been satisfied for such Performance PeriodEarnings Per Share. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of AvientPolyOne, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action will be made in the case of a Covered Employee where such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). (d) Subject to the provisions of Sections 3 and 4 of this Schedule C, your Your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient PolyOne or a Subsidiary through the payment dateend of the Performance Period. Following the Performance Period, which shall be a date in 2027 determined by the Committee (or its authorized delegatee) and shall occur no later than March 15, 2027 (determine the “Payment Date”). (e) Notwithstanding the provisions of Section 4 of this Schedule C and to the extent permitted by applicable law, a number of Performance Units may that shall have become non-forfeitable earned hereunder. For awards to Covered Employees, the Committee shall only have the ability and payable prior authority to reduce, but not increase, the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the of Performance Units prior to the Payment Datethat become earned hereunder.

Appears in 1 contract

Sources: Incentive Award Agreement (Polyone Corp)

Earning of Performance Units. (a) Twenty-five percent (25%) of the Performance Units may be earned with respect to each of the four Annual Performance Periods defined in Section 1(a) of this Schedule C and the Cumulative Performance Period and shall be earned as follows: (i) If, upon the conclusion of a an Annual Performance Period or the Cumulative Performance Period, Adjusted EPS equals or exceeds the threshold level, as set forth in but is less than the Performance Matrix contained in your Statement of Performance Goals, then 50100% of the Performance Units allocated to such Performance Period shall become earned. (ii) If, upon the conclusion of a Performance Period, Adjusted EPS equals the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100a proportionate number of 25% of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (ii) If, upon the conclusion of an Annual Performance Period or the Cumulative Performance Period, EPS equals or exceeds the 100% target level, but is less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, a proportionate number of 25% of the Performance Units shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (iii) If, upon the conclusion of a an Annual Performance Period or the Cumulative Performance Period, Adjusted EPS equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of 25% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee Board does not certify that the Management Objectives have been satisfied for such Performance Periodsatisfied. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of AvientPolyOne, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action will be made in the case of a Covered Employee where such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. (d) Subject to the provisions of Sections 3 and 4 of this Schedule C, your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient PolyOne or a Subsidiary through the payment date, which shall be a date in 2027 2015 determined by the Committee (or its authorized delegatee) Board and shall occur no later than March 15, 2027 2015 (the “Payment Date”). (e) Notwithstanding . For awards to Covered Employees, the provisions of Section 4 of this Schedule C Committee shall only have the ability and authority to reduce, but not increase, the extent permitted by applicable law, a number amount of Performance Units may that become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Dateearned hereunder.

Appears in 1 contract

Sources: Award Agreement (Polyone Corp)

Earning of Performance Units. (a) Twenty-five percent (25%) of the Performance Units may be earned with respect to each of the four Performance Periods defined in Section 1(a) of this Schedule C and shall be earned as follows: (i) If, upon the conclusion of a Performance Period, Adjusted EPS equals the threshold level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 50% of the Performance Units allocated to such Performance Period shall become earned. (ii) If, upon the conclusion of a Performance Period, Adjusted EPS equals the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% of the Performance Units allocated to such Performance Period shall become earned. (iii) If, upon the conclusion of a Performance Period, Adjusted EPS equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee does not certify that the Management Objectives have been satisfied for such Performance Period. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of Avient, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate. (d) Subject to the provisions of Sections 3 and 4 of this Schedule C, your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient or a Subsidiary through the payment date, which shall be a date in 2027 2024 determined by the Committee (or its authorized delegatee) and shall occur no later than March 15, 2027 2024 (the “Payment Date”). (e) Notwithstanding the provisions of Section 4 of this Schedule C and to the extent permitted by applicable law, a number of Performance Units may become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Date.

Appears in 1 contract

Sources: Incentive Award Agreement (Avient Corp)

Earning of Performance Units. (a) Twenty-five percent (25%) of the The Performance Units may be earned with respect to each of the four Performance Periods defined in Section 1(a) of this Schedule C and shall be earned as follows: (i) If, upon the conclusion of a the Performance Period, Adjusted EPS Working Capital equals or exceeds the threshold level, as set forth in but is less than the Performance Matrix contained in your Statement of Performance Goals, then 50100% of the Performance Units allocated to such Performance Period shall become earned. (ii) If, upon the conclusion of a Performance Period, Adjusted EPS equals the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% a proportionate number of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (ii) If, upon the conclusion of the Performance Period, Working Capital equals or exceeds the 100% target level, but is less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, a proportionate number of the Performance Units shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (iii) If, upon the conclusion of a the Performance Period, Adjusted EPS Working Capital equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS Working Capital or if the Committee Board does not certify that the Management Objectives have been satisfied for such Performance Periodsatisfied. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of AvientPolyOne, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action will be made in the case of a Covered Employee where such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. (d) Subject to the provisions of Sections 3 and 4 of this Schedule C4, your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient PolyOne or a Subsidiary through the payment date, which shall be a date in 2027 2013 determined by the Committee (or its authorized delegatee) Board and shall occur no later than March 15, 2027 2013 (the “Payment Date”). (e) Notwithstanding . For awards to Covered Employees, the provisions of Section 4 of this Schedule C Committee shall only have the ability and authority to reduce, but not increase, the extent permitted by applicable law, a number amount of Performance Units may that become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Dateearned hereunder.

Appears in 1 contract

Sources: Incentive Award Agreement (Polyone Corp)

Earning of Performance Units. (a) Twenty-five percent (25%) of the The Performance Units may be earned with respect to each of the four Performance Periods defined in Section 1(a) of this Schedule C and shall be earned as follows: (i) If, upon the conclusion of a the Performance Period, Adjusted EPS Operating Income equals or exceeds the threshold level, as set forth in but is less than the Performance Matrix contained in your Statement of Performance Goals, then 50100% of the Performance Units allocated to such Performance Period shall become earned. (ii) If, upon the conclusion of a Performance Period, Adjusted EPS equals the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% a proportionate number of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (ii) If, upon the conclusion of the Performance Period, Operating Income equals or exceeds the 100% target level, but is less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, a proportionate number of the Performance Units shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (iii) If, upon the conclusion of a the Performance Period, Adjusted EPS Operating Income equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee does not certify that the Management Objectives have been satisfied for such Performance PeriodOperating Income. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of AvientPolyOne, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). (d) Subject to the provisions of Sections 3 and 4 of this Schedule C, your Your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient PolyOne or a Subsidiary through the payment dateend of the Performance Period. Following the Performance Period, which shall be a date in 2027 determined by the Committee (or its authorized delegatee) and shall occur no later than March 15, 2027 (determine the “Payment Date”). (e) Notwithstanding the provisions of Section 4 of this Schedule C and to the extent permitted by applicable law, a number of Performance Units may that shall have become non-forfeitable earned hereunder. In all circumstances, the Committee shall have the ability and payable prior authority to reduce, but not increase, the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the of Performance Units prior to the Payment Datethat become earned hereunder.

Appears in 1 contract

Sources: Incentive Award Agreement (Polyone Corp)

Earning of Performance Units. (a) Twenty-five percent (25%) The Participant shall have no right or entitlement in respect of the Performance Units may be unless and to the extent the Performance Units become earned and vested in accordance with respect to each of the four this Agreement. The Performance Periods defined in Section 1(a) of this Schedule C and Units shall be earned as follows:, provided that the Participant remains “actively employed with the Company” (as defined below) during the applicable performance periods as set forth below: ​ (a) 20__ Houses Passed. ​ (i) IfPerformance Units based on Houses Passed (as such term is defined in the Company’s SEC filings, upon which, for the conclusion avoidance of doubt, includes businesses passed) performance for the period beginning January 1, 20__ and ending December 31, 20__ (the “20__ Houses Passed Units”) shall be earned as follows: ​ ​ Threshold Goal Target Goal Maximum Goal Performance (% of Target) 80% 100% 110% Performance (Houses Passed) [__] [__] [__] Performance Units2 ▇▇▇ ▇▇▇ TBD ​ 2 The number of performance units based on WideOpenWest’s closing share price on the date of grant. ​ (ii) For performance in between the goals set forth above, the number of 20__ Houses Passed Units earned will be interpolated on a Performance Periodstraight-line basis. ​ (iii) The Participant shall forfeit the Target 20__ Houses Passed Units if the Houses Passed performance criteria for the 20__ performance period is less than [__]. ​ (iv) The Committee shall round, Adjusted EPS equals up or down to the threshold levelnearest whole number, the number of earned 20__ Houses Passed Units and the Houses Passed, in its sole discretion provided that it calculates such measures consistently for all 20__ Houses Passed Units with Grant Dates in the same year. ​ (v) Whether and the extent to which 20__ Houses Passed Units become earned and vested under Section 3(a) herein will be determined by the Committee as soon as practicable in early 20__ once the Committee certifies performance and shares of Common Stock shall be delivered as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 50% Section 4 below. ​ (vi) For purposes of the Performance Units allocated to such Performance Period Agreement, “Houses Passed” shall become earned. (ii) If, upon mean net new builds based on the conclusion of a Performance Period, Adjusted EPS equals the target level, Company’s Long-Range Plan as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% effect as of the Performance Units allocated to such Performance Period shall become earned. (iii) If, upon the conclusion of a Performance Period, Adjusted EPS equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee does not certify that the Management Objectives have been satisfied for such Performance Period. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of Avient, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate. (d) Subject to the provisions of Sections 3 and 4 date of this Schedule C, your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient or a Subsidiary through the payment date, which shall be a date in 2027 determined by the Committee (or its authorized delegatee) and shall occur no later than March 15, 2027 (the “Payment Date”). (e) Notwithstanding the provisions of Section 4 of this Schedule C and to the extent permitted by applicable law, a number of Performance Units may become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Date.Agreement. ​

Appears in 1 contract

Sources: Performance Unit Agreement (WideOpenWest, Inc.)

Earning of Performance Units. (a) Twenty-five percent (25%) Following the end of the Performance Period, the Committee will determine whether the Performance Goal has been achieved for the Performance Period. The number of Performance Units, if any, that actually become earned for the Performance Period will be determined in accordance with the Grant Notice and Section 2(b) (and any Performance Units may that do not become so earned shall be automatically forfeited). Unless and until the Performance Units have become earned and been settled in accordance with Section 3, Employee will have no right to receive any distributions with respect to each the Performance Units. In the event of the four Performance Periods defined in Section 1(a) termination of this Schedule C and shall be earned as follows: (i) If, upon Employee’s employment prior to the conclusion last day of a the Performance Period, Adjusted EPS equals the threshold levelexcept as otherwise provided in Section 2(b) below, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 50% of all the Performance Units allocated to (and all rights arising from such Performance Period shall become earned. (ii) IfUnits and from being a holder thereof), upon will terminate automatically without any further action by the conclusion of a Performance Period, Adjusted EPS equals General Partner or the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% of the Performance Units allocated to such Performance Period shall become earned. (iii) If, upon the conclusion of a Performance Period, Adjusted EPS equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation Partnership and rounded up to the nearest whole unitwill be automatically forfeited without further notice. (b) In no the event of a Qualifying Termination (as defined in Section 2(d)) prior to the end of the Performance Period or in the event of a termination of employment occurring as a result of Employee’s Disability or death prior to the end of the Performance Period, then, subject to Employee’s compliance with the release requirement described in Section 2(c), notwithstanding anything to the contrary in the Grant Notice, (i) the Performance Period shall any continue to run and (ii) the number of Performance Units, if any, that actually become earned for the Performance Period will be determined at the end of the Performance Period by multiplying Employee’s Target Performance Units allocated to a for the Performance Period become (if earned if based on actual performance for such through the end of the Performance Period) by a fraction, the numerator of which is the number of days Employee was employed by the Employer during the Performance Period falls below and the threshold level for Adjusted EPS or if denominator of which is the Committee does not certify that number of days in the Management Objectives have been satisfied for such Performance Period. (c) If As a condition to the Committee determines that a change application of the provisions of Section 2(b) (other than in the businessevent of a termination of Employee’s employment due to Employee’s death), operationsEmployee must first execute within the time provided to do so (and not revoke in any time provided to do so), corporate structure or capital structure of Avienta release, in a form acceptable to the General Partner, releasing the Committee, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitableEmployer, the Committee may modify Partnership, the General Partner, their respective Affiliates, and each of the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such Management Objectives plans) from any and all claims, including any and all causes of action arising out of Employee’s employment with the Employer and any of its Affiliates or the related levels termination of achievementsuch employment, in whole or in part, as but excluding all claims to payments under the Committee deems appropriatePlan and this Agreement. (d) Subject to As used herein, the provisions of Sections 3 and 4 of this Schedule C, your right to receive any Performance Units is contingent upon your remaining in following terms have the continuous employ of Avient or a Subsidiary through the payment date, which shall be a date in 2027 determined by the Committee (or its authorized delegatee) and shall occur no later than March 15, 2027 (the “Payment Date”). (e) Notwithstanding the provisions of Section 4 of this Schedule C and to the extent permitted by applicable law, a number of Performance Units may become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Date.meanings set forth below:

Appears in 1 contract

Sources: Lti Award Agreement (Black Stone Minerals, L.P.)

Earning of Performance Units. Subject to the Participant’s continued employment as the Chief Executive Officer (a) Twenty-five percent (25%“CEO”) of the Performance Units may Company, the number of PSUs that will be earned with respect to each during the Performance Period is a function of the four extent to which the Performance Periods defined Goals described in Section 1(a) the two tables below are achieved. Performance Level Adjusted EBITDA [1] for 2022 [2] Adjusted EBITDA for 2022 Adjusted EBITDA for 2023 3-Year Cumulative Adjusted EBITDA Percentage of this Schedule C and shall Units Earned Below Threshold Less than $- - - - 0% For the avoidance of doubt, if the Company’s cumulative Adjusted EBITDA for the Performance Period is less than the Threshold performance level, no PSUs will be earned as follows: (i) If, upon at the conclusion of a Performance Period, Adjusted EPS equals the threshold level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 50% end of the Performance Units allocated to such Period. If the Company’s cumulative Adjusted EBITDA for the Performance Period shall become earned. (ii) Ifequals or exceeds Threshold, upon but is less than Target, the conclusion number of a Performance Period, Adjusted EPS equals PSUs earned at the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% end of the Performance Units allocated to such Period will be determined by applying straight line interpolation between the Threshold and Target performance levels. If the Company’s cumulative Adjusted EBITDA for the Performance Period shall become earned. (iii) Ifequals or exceeds Target, upon but is less than Maximum, the conclusion number of a PSUs earned at the end of the Performance Period, Period will be determined by applying straight line interpolation between the Target and Maximum performance levels. If the Company’s cumulative Adjusted EPS EBITDA for the Performance Period equals or exceeds the maximum Threshold performance level, then the Company or Committee, as set forth applicable, shall further adjust the number of PSUs earned (either upwards or downwards) by multiplying the applicable number of PSUs by a performance modifier determined based on the Performance Goals described in the table below (the “Performance Matrix contained Modifier”). Maximum Greater than 15 Percentage Points over the TSR Indexed Companies[4] 125% [1] “Adjusted EBITDA” shall be defined in your Statement the Terms and Conditions. [2] The Adjusted EBITDA Performance Goals for 2022, 2023, and 2024 will be sent to you in a separate written communication in 2022, 2023, and 2024 respectively. [3] “rTSR” shall be defined in the Terms and Conditions. [4] “TSR Indexed Companies” shall be defined in the Terms and Conditions. For illustrative purposes on how the Performance Modifier will be applied, assume the applicable number of PSUs after taking into account attainment toward the Adjusted EBITDA Performance GoalsGoal is 2,000 PSUs. If the Performance Modifier equals or exceeds the Maximum performance level, then the number of earned PSUs shall be further adjusted by multiplying 2,000 by 125%. If the Performance Modifier is attained at the Target level of performance, then the number of applicable PSUs shall be further adjusted by multiplying 2,000 by 100%. If the Performance Modifier is attained at the Threshold level of performance or below, then the number of applicable PSUs shall be further adjusted by multiplying 2,000 by 75%. No interpolation shall apply between the Maximum, Target, or Threshold Performance Modifier performance levels. In addition, if the Company’s Total Shareholder Return at the end of the Performance Period is negative, then the Performance Modifier shall not exceed 100%. The number of PSUs that are earned pursuant to this Section II and that will become vested shall be determined pursuant to Section III, below. Whether the Performance Goals for the Performance Period have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 4 of the Terms and Conditions. For the avoidance of doubt, the maximum number of PSUs that will be earned and eligible for vesting pursuant to this Award Agreement is 200% of the Performance Units allocated to such Performance Period shall become earnedTarget Number of PSUs. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee does not certify that the Management Objectives have been satisfied for such Performance Period. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of Avient, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate. (d) Subject to the provisions of Sections 3 and 4 of this Schedule C, your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient or a Subsidiary through the payment date, which shall be a date in 2027 determined by the Committee (or its authorized delegatee) and shall occur no later than March 15, 2027 (the “Payment Date”). (e) Notwithstanding the provisions of Section 4 of this Schedule C and to the extent permitted by applicable law, a number of Performance Units may become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Date.

Appears in 1 contract

Sources: Performance Unit Award Agreement (Zovio Inc)

Earning of Performance Units. (a) Twenty-five percent (25%) of the The Performance Units may be earned with respect to each of the four Performance Periods defined in Section 1(a) of this Schedule C and shall be earned as follows: (i) If, upon the conclusion of a the Performance Period, Adjusted EPS Working Capital equals or exceeds the threshold level, as set forth in but is less than the Performance Matrix contained in your Statement of Performance Goals, then 50100% of the Performance Units allocated to such Performance Period shall become earned. (ii) If, upon the conclusion of a Performance Period, Adjusted EPS equals the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% a proportionate number of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (ii) If, upon the conclusion of the Performance Period, Working Capital equals or exceeds the 100% target level, but is less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, a proportionate number of the Performance Units shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (iii) If, upon the conclusion of a the Performance Period, Adjusted EPS Working Capital equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee does not certify that the Management Objectives have been satisfied for such Performance PeriodWorking Capital. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of AvientPolyOne, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action will be made in the case of a Covered Employee where such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. (d) Subject to the provisions of Sections 3 and 4 of this Schedule C, your Your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient PolyOne or a Subsidiary through the payment date, which shall be a date in 2027 [YEAR] determined by the Committee (or its authorized delegatee) Board and shall occur no later than March 15, 2027 [DATE] (the “Payment Date”). (e) Notwithstanding . For awards to Covered Employees, the provisions of Section 4 of this Schedule C Committee shall only have the ability and authority to reduce, but not increase, the extent permitted by applicable law, a number amount of Performance Units may that become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Dateearned hereunder.

Appears in 1 contract

Sources: Incentive Award Agreement (Polyone Corp)

Earning of Performance Units. (a) Twenty-five percent (25%) of the Performance Units may be earned with respect to each of the four Performance Periods defined in Section 1(a) of this Schedule C and shall be earned as follows: (i) If, upon the conclusion of a Performance Period, Adjusted EPS equals the threshold level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 50% of the Performance Units allocated to such Performance Period shall become earned. (ii) If, upon the conclusion of a Performance Period, Adjusted EPS equals the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% of the Performance Units allocated to such Performance Period shall become earned. (iii) If, upon the conclusion of a Performance Period, Adjusted EPS equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee does not certify that the Management Objectives have been satisfied for such Performance Period. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of Avient, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate. (d) Subject to the provisions of Sections 3 and 4 of this Schedule C, your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient or a Subsidiary through the payment date, which shall be a date in 2027 2026 determined by the Committee (or its authorized delegatee) and shall occur no later than March 15, 2027 2026 (the “Payment Date”). (e) Notwithstanding the provisions of Section 4 of this Schedule C and to the extent permitted by applicable law, a number of Performance Units may become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Date.

Appears in 1 contract

Sources: Incentive Awards Agreement (Avient Corp)

Earning of Performance Units. (a) Twenty-five percent (25%) of the Performance Units may be earned with respect to each of the four Performance Periods defined in Section 1(a) of this Schedule C and shall be earned as follows: (i) If, upon the conclusion of a Performance Period, Adjusted EPS equals the threshold level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 50% of the Performance Units allocated to such Performance Period shall become earned. (ii) If, upon the conclusion of a Performance Period, Adjusted EPS equals the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% of the Performance Units allocated to such Performance Period shall become earned. (iii) If, upon the conclusion of a Performance Period, Adjusted EPS equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee Board does not certify that the Management Objectives have been satisfied for such Performance Period. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of AvientPolyOne, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action will be made in the case of a Covered Employee where such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. (d) Subject to the provisions of Sections 3 and 4 of this Schedule C, your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient PolyOne or a Subsidiary through the payment date, which shall be a date in 2027 2016 determined by the Committee (or its authorized delegatee) Board and shall occur no later than March 15, 2027 2016 (the “Payment Date”). (e) Notwithstanding . For awards to Covered Employees, the provisions of Section 4 of this Schedule C Committee shall only have the ability and authority to reduce, but not increase, the extent permitted by applicable law, a number amount of Performance Units may that become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Dateearned hereunder.

Appears in 1 contract

Sources: Incentive Award Agreement (Polyone Corp)

Earning of Performance Units. (a) Twenty-five percent (25%) of the Performance Units may be earned with respect to each of the four Performance Periods defined in Section 1(a) of this Schedule C and shall be earned as follows: (i) If, upon the conclusion of a Performance Period, Adjusted EPS equals the threshold level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 50% of the Performance Units allocated to such Performance Period shall become earned. (ii) If, upon the conclusion of a Performance Period, Adjusted EPS equals the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% of the Performance Units allocated to such Performance Period shall become earned. (iii) If, upon the conclusion of a Performance Period, Adjusted EPS equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee does not certify that the Management Objectives have been satisfied for such Performance Period. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of Avient, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate. (d) Subject to the provisions of Sections 3 and 4 of this Schedule C, your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient or a Subsidiary through the payment date, which shall be a date in 2027 2025 determined by the Committee (or its authorized delegatee) and shall occur no later than March 15, 2027 2025 (the “Payment Date”). (e) Notwithstanding the provisions of Section 4 of this Schedule C and to the extent permitted by applicable law, a number of Performance Units may become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Date.

Appears in 1 contract

Sources: Incentive Award Agreement (Avient Corp)

Earning of Performance Units. (a) Twenty-five percent (25%) of the The Performance Units may be earned with respect to each of the four Performance Periods defined in Section 1(a) of this Schedule C and shall be earned as follows: (i) If, upon the conclusion of a the Performance Period, Adjusted EPS equals or exceeds the threshold level, as set forth in but is less than the Performance Matrix contained in your Statement of Performance Goals, then 50100% of the Performance Units allocated to such Performance Period shall become earned. (ii) If, upon the conclusion of a Performance Period, Adjusted EPS equals the target level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 100% a proportionate number of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (ii) If, upon the conclusion of the Performance Period, EPS equals or exceeds the 100% target level, but is less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, a proportionate number of the Performance Units shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (iii) If, upon the conclusion of a the Performance Period, Adjusted EPS equals or exceeds the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then 200% of the Performance Units allocated to such Performance Period shall become earned. (iv) If, upon the conclusion of a Performance Period, Adjusted EPS is greater than the threshold level, but less than the target level, or greater than the target level, but less than the maximum level, as set forth in the Performance Matrix contained in your Statement of Performance Goals, then a proportionate percentage of the Performance Units allocated to such Performance Period shall become earned, as determined by mathematical interpolation and rounded up to the nearest whole unit. (b) In no event shall any Performance Units allocated to a Performance Period become earned if actual performance for such Performance Period falls below the threshold level for Adjusted EPS or if the Committee Board does not certify that the Management Objectives have been satisfied for such Performance Periodsatisfied. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of AvientPolyOne, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action will be made in the case of a Covered Employee where such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. (d) Subject to the provisions of Sections 3 and 4 of this Schedule C, your right to receive any Performance Units is contingent upon your remaining in the continuous employ of Avient PolyOne or a Subsidiary through the payment date, which shall be a date in 2027 2014 determined by the Committee (or its authorized delegatee) Board and shall occur no later than March 15, 2027 2014 (the “Payment Date”). (e) Notwithstanding . For awards to Covered Employees, the provisions of Section 4 of this Schedule C Committee shall only have the ability and authority to reduce, but not increase, the extent permitted by applicable law, a number amount of Performance Units may that become non-forfeitable and payable prior to the Payment Date in an amount that is sufficient to cover any employment tax that becomes payable by you with respect to the Performance Units prior to the Payment Dateearned hereunder.

Appears in 1 contract

Sources: Incentive Award Agreement (Polyone Corp)