Performance Multiplier. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($2,000 million), the Company, or the Committee with respect to grants to employees who are Covered Employees, shall increase the number of Units earned pursuant to Section 2.1 by multiplying the earned Units by a performance multiplier determined based on the achievement of the Performance Goals described in the table below (the “Performance Multiplier”). Market Share 7.215% of Comparator Group Market Share 7.530% of Comparator Group Market Share 100% 150% Free Cash Flow $975M $1,250M 100% 150% If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold Market Share (7.215% of Comparator Group Market Share), no Performance Multiplier shall apply to the Market Share portion. If the Company’s Market Share at the conclusion of the Performance Measurement Period exceeds the Threshold Market Share (7.215% of Comparator Group Market Share), but is less than the Stretch Market Share (7.530% of Comparator Group Market Share), the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150%). If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or exceeds the Stretch Market Share (7.530% of Comparator Group Market Share), the Performance Multiplier shall be 150%. Similarly, if the Company’s Free Cash Flow for the Performance Measurement Period equals or is less than the Threshold Free Cash Flow ($975 million), no Performance Multiplier shall apply to the Free Cash Flow portion. If the Company’s Free Cash Flow for the Performance Measurement Period exceeds the Threshold Free Cash Flow ($975 million) but is less than the Stretch Free Cash Flow ($1,250 million), the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150%). If the Company’s Free Cash Flow for the Performance Measurement Period equals or exceeds the Stretch Free Cash Flow ($1,250 million), the Performance Multiplier shall be 150%. For the avoidance of doubt, the Units granted under this Award shall not exceed twice the Units earned pursuant to Section 2.1. Whether the Market Share Goal and/or Free Cash Flow Goal for the Performance Measurement Period have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below.
Appears in 1 contract
Sources: Stock Incentive Plan Agreement (On Semiconductor Corp)
Performance Multiplier. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($2,000 1,525 million), the Company, or the Committee with respect to grants to employees who are Covered Employees, shall increase the number of Units earned pursuant to Section 2.1 by multiplying the earned Units by a performance multiplier Performance Multiplier. The applicable Performance Multiplier shall be determined based on the achievement of the Performance Goals described in the table below (the “Performance Multiplier”)below. Market Share 7.2157.024% of Comparator Group Market Share 7.5307.340% of Comparator Group Market Share 100% 150% Free Cash Flow $975$ 550M $1,250$ 650M 100% 150% If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold Market Share (7.2157.024% of Comparator Group Market Share), no Performance Multiplier shall apply to the Market Share portion. If the Company’s Market Share at the conclusion of the Performance Measurement Period exceeds the Threshold Market Share (7.2157.024% of Comparator Group Market Share), but is less than the Stretch Market Share (7.5307.340% of Comparator Group Market Share), the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150%). If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or exceeds the Stretch Market Share (7.5307.340% of Comparator Group Market Share), the Performance Multiplier shall be 150%. Similarly, if the Company’s Free Cash Flow for the Performance Measurement Period equals or is less than the Threshold Free Cash Flow ($975 550 million), no Performance Multiplier shall apply to the Free Cash Flow portion. If the Company’s Free Cash Flow for the Performance Measurement Period exceeds the Threshold Free Cash Flow ($975 550 million) but is less than the Stretch Free Cash Flow ($1,250 650 million), the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150%). If the Company’s Free Cash Flow for the Performance Measurement Period equals or exceeds the Stretch Free Cash Flow ($1,250 650 million), the Performance Multiplier shall be 150%. For the avoidance of doubt, the Units granted under this Award shall not exceed twice the Units earned pursuant to Section 2.1. Whether the Market Share Goal and/or Free Cash Flow Goal for the Performance Measurement Period have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below.
Appears in 1 contract
Sources: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)
Performance Multiplier. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($2,000 $ million), the Company, or the Committee with respect to grants to employees who are Covered Employees, shall increase the number of Units earned pursuant to Section 2.1 by multiplying the earned Units by a performance multiplier Performance Multiplier. The applicable Performance Multiplier shall be determined based on the achievement of the Performance Goals described in the table below (the “Performance Multiplier”)below. Market Share 7.215% of Comparator Group Market Share 7.530% of Comparator Group Market Share 100100 % 150160 % Free Cash Flow $975M $1,250M 100Revenue Growth Rate % 150% 100 % 140 % If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold Market Share (7.215% of Comparator Group Market Share), no Performance Multiplier shall apply to the Market Share portion. If the Company’s Market Share at the conclusion of the Performance Measurement Period exceeds the Threshold Market Share (7.215% of Comparator Group Market Share), but is less than the Stretch Market Share (7.530% of Comparator Group Market Share), the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150160%). If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or exceeds the Stretch Market Share (7.530% of Comparator Group Market Share), the Performance Multiplier shall be 150160%. Similarly, if the Company’s Free Cash Flow Revenue Growth Rate for the Performance Measurement Period equals or is less than the Threshold Free Cash Flow ($975 million)Revenue Growth Rate, no Performance Multiplier shall apply to the Free Cash Flow Revenue Growth Rate portion. If the Company’s Free Cash Flow Revenue Growth Rate for the Performance Measurement Period exceeds the Threshold Free Cash Flow ($975 million) Revenue Growth Rate but is less than the Stretch Free Cash Flow ($1,250 million)Revenue Growth Rate, the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150140%). If the Company’s Free Cash Flow Revenue Growth Rate for the Performance Measurement Period equals or exceeds the Stretch Free Cash Flow ($1,250 million)Revenue Growth Rate, the Performance Multiplier shall be 150140%. For the avoidance of doubt, the Units granted under this Award shall not exceed twice the Units earned pursuant to Section 2.1. Whether the Market Share Growth Rate Performance Goal and/or Free Cash Flow Revenue Growth Rate Performance Goal for the Performance Measurement Period have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below.
Appears in 1 contract
Sources: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)
Performance Multiplier. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($2,000 _____ million), the Company, or the Committee with respect to grants to employees who are Covered Employees, shall increase the number of Units earned pursuant to Section 2.1 by multiplying the earned Units by a performance multiplier Performance Multiplier. The applicable Performance Multiplier shall be determined based on the achievement of the Performance Goals described in the table below (the “Performance Multiplier”)below. Market Share 7.215% of Comparator Group Market Share 7.530% of Comparator Group Market Share 100% 150% Free Cash Flow $975M $1,250M 100% 150% If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold Market Share (7.215___% of Comparator Group Market Share), no Performance Multiplier shall apply to the Market Share portion. If the Company’s Market Share at the conclusion of the Performance Measurement Period exceeds the Threshold Market Share (7.215___% of Comparator Group Market Share), but is less than the Stretch Market Share (7.530___% of Comparator Group Market Share), the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150160%). If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or exceeds the Stretch Market Share (7.530___% of Comparator Group Market Share), the Performance Multiplier shall be 150160%. Similarly, if the Company’s Free Cash Flow Revenue for the Performance Measurement Period equals or is less than the Threshold Free Cash Flow Revenue ($975 _____ million), no Performance Multiplier shall apply to the Free Cash Flow Revenue portion. If the Company’s Free Cash Flow Revenue for the Performance Measurement Period exceeds the Threshold Free Cash Flow Revenue ($975 ______ million) but is less than the Stretch Free Cash Flow Revenue ($1,250 _______ million), the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150140%). If the Company’s Free Cash Flow Revenue for the Performance Measurement Period equals or exceeds the Stretch Free Cash Flow Revenue ($1,250 million_____M), the Performance Multiplier shall be 150140%. For the avoidance of doubt, the Units granted under this Award shall not exceed twice the Units earned pursuant to Section 2.1. Whether the Market Share Goal and/or Free Cash Flow Revenue Goal for the Performance Measurement Period have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below.
Appears in 1 contract
Sources: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)
Performance Multiplier. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($2,000 _____ million), the Company, or the Committee with respect to grants to employees who are Covered Employees, shall increase the number of Units earned pursuant to Section 2.1 by multiplying the earned Units by a performance multiplier Performance Multiplier. The applicable Performance Multiplier shall be determined based on the achievement of the Performance Goals described in the table below (the “below. PERFORMANCE MULTIPLIER GOALS Performance Multiplier”). Multiplier Goal Threshold Stretch Threshold Performance Multiplier Stretch Performance Multiplier Market Share 7.215___% of Comparator Group Market Share 7.530___% of Comparator Group Market Share 100% 150160% Free Cash Flow Revenue ($ in millions) $975M _____ $1,250M _____ 100% 150140% If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold Market Share (7.215___% of Comparator Group Market Share), no Performance Multiplier shall apply to the Market Share portion. If the Company’s Market Share at the conclusion of the Performance Measurement Period exceeds the Threshold Market Share (7.215___% of Comparator Group Market Share), but is less than the Stretch Market Share (7.530___% of Comparator Group Market Share), the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150160%). If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or exceeds the Stretch Market Share (7.530___% of Comparator Group Market Share), the Performance Multiplier shall be 150160%. Similarly, if the Company’s Free Cash Flow Revenue for the Performance Measurement Period equals or is less than the Threshold Free Cash Flow Revenue ($975 _____ million), no Performance Multiplier shall apply to the Free Cash Flow Revenue portion. If the Company’s Free Cash Flow Revenue for the Performance Measurement Period exceeds the Threshold Free Cash Flow Revenue ($975 ______ million) but is less than the Stretch Free Cash Flow Revenue ($1,250 _______ million), the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150140%). If the Company’s Free Cash Flow Revenue for the Performance Measurement Period equals or exceeds the Stretch Free Cash Flow Revenue ($1,250 million_____M), the Performance Multiplier shall be 150140%. For the avoidance of doubt, the Units granted under this Award shall not exceed twice the Units earned pursuant to Section 2.1. Whether the Market Share Goal and/or Free Cash Flow Revenue Goal for the Performance Measurement Period have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below.
Appears in 1 contract
Sources: Performance Based Restricted Stock Units Award Agreement
Performance Multiplier. If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($2,000 $ million), the Company, or the Committee with respect to grants to employees who are Covered Employees, shall increase the number of Units earned pursuant to Section 2.1 by multiplying the earned Units by a performance multiplier Performance Multiplier. The applicable Performance Multiplier shall be determined based on the achievement of the Performance Goals described in the table below (the “Performance Multiplier”)below. Market Share 7.215% of Comparator Group Market Share 7.530% of Comparator Group Market Share 100100 % 150160 % Free Cash Flow Revenue Growth (YOY in $975M $1,250M 100millions) 100 % 150140 % If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold Market Share (7.215( % of Comparator Group Market Share), no Performance Multiplier shall apply to the Market Share portion. If the Company’s Market Share at the conclusion of the Performance Measurement Period exceeds the Threshold Market Share (7.215( % of Comparator Group Market Share), but is less than the Stretch Market Share (7.530( % of Comparator Group Market Share), the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150160%). If the Company’s Market Share at the conclusion of the Performance Measurement Period equals or exceeds the Stretch Market Share (7.530( % of Comparator Group Market Share), the Performance Multiplier shall be 150160%. Similarly, if the Company’s Free Cash Flow Revenue for the Performance Measurement Period equals or is less than the Threshold Free Cash Flow ($975 Revenue ( million), no Performance Multiplier shall apply to the Free Cash Flow Revenue portion. If the Company’s Free Cash Flow Revenue for the Performance Measurement Period exceeds the Threshold Free Cash Flow ($975 Revenue ( million) but is less than the Stretch Free Cash Flow ($1,250 Revenue ( million), the applicable Performance Multiplier will be determined by applying straight line interpolation between the Threshold Performance Multiplier (100%) and Stretch Performance Multiplier (150140%). If the Company’s Free Cash Flow Revenue for the Performance Measurement Period equals or exceeds the Stretch Free Cash Flow Revenue ($1,250 $ million), the Performance Multiplier shall be 150140%. For the avoidance of doubt, the Units granted under this Award shall not exceed twice the Units earned pursuant to Section 2.1. Whether the Market Share Goal and/or Free Cash Flow Revenue Goal for the Performance Measurement Period have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below.
Appears in 1 contract
Sources: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)