Common use of Performance Factor Clause in Contracts

Performance Factor. The Performance Factor will be determined as follows: Relative Total Shareholder Return (TSR) 75% 30th Percentile 60th Percentile 90th Percentile __________________________ * The performance levels achieved between the threshold and target levels, or the target and maximum levels noted above will be a percentage or percentile based on a straight-line interpolation. • The Performance Factor may be decreased or increased (including above 200%) by the Committee in its discretion taking into account all factors the Committee deems relevant, including changes to the Peer Group occurring during the Performance Period, anomalies in trading during the applicable trading days or other business performance matters that the Committee determines to impact the Performance Factor. • If the performance result for a Performance Goal does not meet the threshold level for that Performance Goal, the PSUs subject to that Performance Goal will not be eligible to vest in accordance with this Agreement, even if the combined Performance Factor that may be achieved by combing the results of the two Performance Goals would have resulted in Performance Factor above the threshold level. • If the Performance Factor is deemed to be achieved at any level below the threshold level set forth within the table above, the Performance Factor will be deemed to be 0%. • In the event of a Change in Control, the Committee shall determine the Performance Factor as of the date of such Change in Control. If a Performance Goal may not be determinable with reasonable certainty at the time of the Change in Control, the Committee will determine the applicable Performance Factor by starting with a target Performance Factor of 100%, but adjusted that percentage by taking into account any other factors deemed relevant to the Change in Control by the Committee.