Common use of Calculation of the Clause in Contracts

Calculation of the. Adjusted Performance Shares Subject to the provisions in the Agreement, effective as of the last day of the Performance Period (the “Vesting Date”), the Company’s “Total Shareholder Return” will be calculated and compared to the same calculated total shareholder return of the selected group of peer companies that are listed below. As soon as administratively practicable following the Vesting Date, the number of Performance Shares that vest under the Agreement will be determined in accordance with the payout percentage that is based on the Company’s relative ranking with the peer companies as shown in the table below (such number, the “Adjusted Performance Shares”). For purposes of this calculation, the Company’s total shareholder return and that of the peer companies will be adjusted if necessary for stock splits, and the percentage increase or decrease will be calculated as follows: (EP + CD) - BP = % increase or decrease BP Ending price (EP) - equals the average closing price of a share of Common Stock during the twenty (20) day trading period ending December 31, 2021. Beginning price (BP) - equals the average closing price of a share of Common Stock during the twenty (20) day trading period ending December 31, 2018. Cash Dividends (CD) - equals the cash dividends paid on a share of Common Stock during the Performance Period. A similar calculation will also be performed for each peer company. The resulting percentage for the Company and the peer companies will then be ranked. Based on the relative ranking, the number of Performance Shares that vest under the Agreement will be determined in accordance with the following table: Percentile Ranking Payout as a % of Award >90th Percentile 200% 50th Percentile 100% 25th Percentile 25% <25th Percentile 0% Percentile ranks between the percentiles described above would be interpolated. Based on a peer group of 13 companies (including the Company), this results in a payout schedule as follows: Rank Payout (as a % of Award) 1-2 200% 3 183% 4 163% 5 142% 6 121% 7 100% 8 75% 9 50% 10 25% 11-13 0% Peer Companies Xxxxxx Petroleum (CPE) Carrizo Oil & Gas (CRZO) Centennial Resource Development (CDEV) High Point Resources (HPR) Jagged Peak Energy (JAG) Laredo Petroleum (LPI) Matador Resources (MTDR) Oasis Petroleum (OAS) Parsley Energy (PE) PDC Energy (PDCE) QEP Resources (QEP) SM Energy (SM) SRC Energy (SRC) If the Total Shareholder Return of the Company is negative, then the maximum number of Adjusted Performance Shares that shall vest shall be the Target Award. In the event that during the Performance Period one or more of the listed peer companies is involved in a merger/acquisition, and (i) such merger/acquisition was announced on or prior to June 30, 2020, then such named peer company(s) will be replaced with a suitable replacement, as determined in the Committee’s sole discretion or (ii) such merger/acquisition was announced after June 30, 2020, then such peer company(s) will move to the top or the bottom of the ranking, based on whether said peer company’s Total Shareholder Return is greater or less than that for the Company, in each case measured as of the date of the announcement of such merger/acquisition. If, during the Performance Period, any peer company declares bankruptcy or initiates (or becomes subject to) a similar proceeding as a debtor due to insolvency, then, for the purposes of ranking the peer companies and the Company, such peer company shall be ranked last.

Appears in 2 contracts

Samples: Performance Share Award Agreement (Callon Petroleum Co), Employee Performance Share Award Agreement (Callon Petroleum Co)

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Calculation of the. Adjusted Performance Shares Subject to the provisions in the Agreement, effective as of the last day of the Performance Period (the “Vesting Date”), the Company’s “Total Shareholder Return” will be calculated and compared to the same calculated total shareholder return of the selected group of peer companies that are listed below. As soon as administratively practicable following the Vesting Date, the number of Performance Shares that vest under the Agreement will be determined in accordance with the payout percentage that is based on the Company’s relative ranking with the peer companies as shown in the table below (such number, the “Adjusted Performance Shares”). For purposes of this calculation, the Company’s total shareholder return and that of the peer companies will be adjusted if necessary for stock splits, and the percentage increase or decrease will be calculated as follows: (EP + CD) - BP = % increase or decrease BP Ending price (EP) - equals the average closing price of a share of Common Stock during the twenty (20) day trading period ending December 31, 2021______________,______. Beginning price (BP) - equals the average closing price of a share of Common Stock during the twenty (20) day trading period ending December 31, 2018immediately prior to the Grant Date. Cash Dividends (CD) - equals the cash dividends paid on a share of Common Stock during the Performance Period. A similar calculation will also be performed for each peer company. The resulting percentage for the Company and the peer companies will then be ranked. Based on the relative ranking, the number of Performance Shares that vest under the Agreement will be determined in accordance with the following table: Percentile Ranking Payout as a % of Award >90th Percentile 200% 50th Percentile 100% 25th Percentile 25% <25th Percentile 0% Percentile ranks between the percentiles described above would be interpolated. Based on a peer group of 13 companies (including the Company), this results in a payout schedule as follows: Rank Payout (as a % of Award) 1-2 200% 3 183% 4 163% 5 142% 6 121% 7 100% 8 75% 9 50% 10 25% 11-13 0% Peer Companies Xxxxxx Petroleum (CPE) Carrizo Oil & Gas (CRZO) Centennial Resource Development (CDEV) High Point Resources (HPR) Jagged Peak Energy (JAG) Laredo Petroleum (LPI) Matador Resources (MTDR) Oasis Petroleum (OAS) Parsley Energy (PE) PDC Energy (PDCE) QEP Resources (QEP) SM Energy (SM) SRC Energy (SRC) If the Total Shareholder Return of the Company is negative, then the maximum number of Adjusted Performance Shares that shall vest shall be the Target Award. In the event that during the Performance Period one or more of the listed peer companies is involved in a merger/acquisition, and (i) such merger/acquisition was announced on or prior to June 30, 2020, then such named peer company(s) will be replaced with a suitable replacement, as determined in the Committee’s sole discretion or (ii) such merger/acquisition was announced after June 30, 2020, then such peer company(s) will move to the top or the bottom of the ranking, based on whether said peer company’s Total Shareholder Return is greater or less than that for the Company, in each case measured as of the date of the announcement of such merger/acquisition. If, during the Performance Period, any peer company declares bankruptcy or initiates (or becomes subject to) a similar proceeding as a debtor due to insolvency, then, for the purposes of ranking the peer companies and the Company, such peer company shall be ranked last.____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________

Appears in 1 contract

Samples: Employee Performance Share Award Agreement (Callon Petroleum Co)

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Calculation of the. Adjusted Performance Shares Subject to the provisions in the Agreement, effective as of the last day of the Performance Period (the “Vesting Date”), the Company’s “Total Shareholder Return” will be calculated and compared to the same calculated total shareholder return of the selected group of peer companies that are listed below. As soon as administratively practicable following the Vesting Date, the number of Performance Shares that vest under the Agreement will be determined in accordance with the payout percentage that is based on the Company’s relative ranking with the peer companies as shown in the table below (such number, the “Adjusted Performance Shares”). For purposes of this calculation, the Company’s total shareholder return and that of the peer companies will be adjusted if necessary for stock splits, and the percentage increase or decrease will be calculated as follows: (EP + CD) - BP = % increase or decrease BP Ending price (EP) - equals the average closing price of a share of Common Stock during the twenty (20) day trading period ending December 31, 2021______________,______. Beginning price (BP) - equals the average closing price of a share of Common Stock during the twenty (20) day trading period ending December 31, 2018immediately prior to the Grant Date. Cash Dividends (CD) - equals the cash dividends paid on a share of Common Stock during the Performance Period. A similar calculation will also be performed for each peer company. The resulting percentage for the Company and the peer companies will then be ranked. Based on the relative ranking, the number of Performance Shares that vest under the Agreement will be determined in accordance with the following table: Percentile Ranking Payout as a % of Award >90th Percentile 200% 50th Percentile 100% 25th Percentile 25% <25th Percentile 0% Percentile ranks between the percentiles described above would be interpolated. Based on a peer group of 13 companies (including the Company), this results in a payout schedule as follows: Rank Payout (as a % of Award) 1-2 200% 3 183% 4 163% 5 142% 6 121% 7 100% 8 75% 9 50% 10 25% 11-13 0% Peer Companies Xxxxxx Petroleum (CPE) Carrizo Oil & Gas (CRZO) Centennial Resource Development (CDEV) High Point Resources (HPR) Jagged Peak Energy (JAG) Laredo Petroleum (LPI) Matador Resources (MTDR) Oasis Petroleum (OAS) Parsley Energy (PE) PDC Energy (PDCE) QEP Resources (QEP) SM Energy (SM) SRC Energy (SRC) ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ If the Total Shareholder Return of the Company is negative, then the maximum number of Adjusted Performance Shares that shall vest shall be the Target Award. In the event that during the Performance Period one or more of the listed peer companies is involved in a merger/acquisition, and (i) such merger/acquisition was announced on or prior to June 30, 2020______________,______, then such named peer company(s) will be replaced with a suitable replacement, as determined in the Committee’s sole discretion or (ii) such merger/acquisition was announced after June 30, 2020______________,______, then such peer company(s) will move to the top or the bottom of the ranking, based on whether said peer company’s Total Shareholder Return is greater or less than that for the Company, in each case measured as of the date of the announcement of such merger/acquisition. If, during the Performance Period, any peer company declares bankruptcy or initiates (or becomes subject to) a similar proceeding as a debtor due to insolvency, then, for the purposes of ranking the peer companies and the Company, such peer company shall be ranked last.

Appears in 1 contract

Samples: Employee Performance Share Award Agreement (Callon Petroleum Co)

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