Common use of Electronic Delivery and Execution Clause in Contracts

Electronic Delivery and Execution. The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus and prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other Award made or offered under the Plan. The Participant understands that, unless revoked by the Participant by giving written notice to the Company pursuant to the Plan, this consent will be effective for the duration of this Agreement. The Participant also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan. SCHEDULE A The number of Performance Share Units to which the Participant will be entitled if the Participant satisfies the applicable service requirements will be calculated by the Committee based on the Company’s “Relative Stockholder Return” (as defined below) for the specified period. Specifically, the Committee shall calculate the number of vested Performance Share Units for the Participant if the Participant satisfies the applicable service requirements by multiplying the Participant’s Target Number of Performance Share Units by the applicable percentage determined as set forth below based on the Company’s Relative Stockholder Return results for the specified period. As noted in the Terms and Conditions to this Agreement, special rules apply under certain circumstances, such as death, PSU Disability and PSU Change in Control. The following table shall apply for calculating this Award: Relative Stockholder Return Over the Company’s - Fiscal Years 25th Percentile 33.3ths Percentile 50th Percentile 62.5ths Percentile 75th Percentile 25% 50% 100% 150% 200% The maximum percentage by which the Participant’s Target Number of Performance Share Units is multiplied cannot exceed 200%, and no Performance Share Units shall vest unless the Company’s Relative Stockholder Return performance for the specified period is equal to or greater than the level required to earn an award of 25% of the Participant’s Target Number of Performance Share Units. If the Company’s Relative Stockholder Return performance falls between designated levels of performance set forth in the above table, the percentage by which the Participant’s Target Number of Performance Share Units is multiplied will be calculated by linear interpolation. Relative Stockholder Return shall mean the percentage increase in the fair market value of a share of the Company’s Class A Common Stock during the period from March 1, through February __, (the “Valuation Period”) measured relative to the percentage increase in the fair market value of stocks included in the S&P 500 Index over the Valuation Period as set forth in this Schedule A (the “Comparator Group”). Specifically, the percentage increase in the fair market value of a share of the Company’s Class A Common Stock during the Valuation Period will be ranked against the percentage increase in the fair market value of a share of stock for each company in Comparator Group during the Valuation Period. The Comparator Group shall consist of those companies that are included in the S&P 500 Index on both the last day of the Company’s fiscal year (February __, ) and the last day of the Company’s fiscal year (February __, ) and only relates to the class of stock included in that index. The following rule shall apply with respect to the Comparator Group: • Consistent with the purposes of this Award, the fair market value of stock of a company included in the Comparator Group shall be adjusted in an equitable manner for any material stock splits, reverse stock splits or similar transactions. Relative Stockholder Return shall be measured based on the fair market value of each applicable company’s stock on the last trading day prior to the commencement of the Company’s fiscal year on March 1, as compared to the fair market value of that same company’s stock on the last trading day of the Company’s fiscal year ending on February __, . The fair market value of the Company’s Class A Common Stock shall mean the closing price of a share of that stock on the New York Stock Exchange or other national stock exchange on which that stock is actively traded for that date as reported in the Wall Street Journal, Eastern Edition or such other standard reference service as the Committee may select. The fair market value of a share of the common stock of a company in the Comparator Group shall mean the closing price of a share of that stock on the New York Stock Exchange or other national stock exchange on which that stock is actively traded for that date as reported in the Wall Street Journal, Eastern Edition or such other standard reference service as the Committee may select. The percentile ranking of the Company’s Relative Stockholder Return shall be that fraction which is calculated by dividing the number of companies in the Comparator Group whose performance is exceeded by the Company (based on the increase in the value of the Company’s stock) by the total number of companies in the Comparator Group. Except as noted in this Schedule A, no adjustments for Extraordinary Items shall be made when calculating Relative Stockholder Return.

Appears in 1 contract

Samples: Performance Share Unit Agreement (Constellation Brands, Inc.)

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Electronic Delivery and Execution. The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus and prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other Award made or offered under the Plan. The Participant understands that, unless revoked by the Participant by giving written notice to the Company pursuant to the Plan, this consent will be effective for the duration of this Agreement. The Participant also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan. SCHEDULE A The number of Performance Share Units to which the Participant will be entitled if the Participant satisfies the applicable service requirements will be calculated by the Committee based on the Company’s “Relative Total Stockholder Return” (as defined below) for the specified period). Specifically, the Committee shall calculate the number of vested Performance Share Units for the Participant if the Participant satisfies the applicable service requirements by multiplying the Participant’s Target Number of Performance Share Units by the applicable percentage determined as set forth below based on the Company’s Relative Total Stockholder Return results for the specified period. As noted in the Terms and Conditions to this Agreement, special rules apply under certain circumstances, such as death, PSU Disability and PSU Change in Control. The following table shall apply for calculating this Award: Relative Total Stockholder Return Over the Company’s - 20 -20 Fiscal Years 25th Percentile 33.3ths Percentile 50th Percentile 62.5ths Percentile 75th Percentile 25% 50% 100% 150% 200% The maximum percentage by which the Participant’s Target Number of Performance Share Units is multiplied cannot exceed 200%, and no Performance Share Units shall vest unless the Company’s Relative Total Stockholder Return performance for the specified period is equal to or greater than the level required to earn an award of 25% of the Participant’s Target Number of Performance Share Units. If the Company’s Relative Total Stockholder Return performance falls between designated levels of performance set forth in the above table, the percentage by which the Participant’s Target Number of Performance Share Units is multiplied will be calculated by linear interpolation. Relative Total Stockholder Return shall mean the percentage increase in the fair market value of a share percentile ranking of the Company’s Class A Common Stock Total Stockholder Return (as defined below) measured relative to each company in the Comparator Group’s Comparator Total Stockholder Return (as defined below) during the period from March 1, 20 through February __, 20 (the “Valuation Period”) measured relative to the percentage increase in the fair market value of stocks included in the S&P 500 Index over the Valuation Period as set forth in this Schedule A (the “Comparator Group”). Specifically, the percentage increase in the fair market value of a share of the Company’s Class A Common Stock during the Valuation Period will be ranked against the percentage increase in the fair market value of a share of stock for each company in Comparator Group during the Valuation Period. The Comparator Group shall consist of those companies that are included in the S&P 500 Index on during both the last day ten (10) trading days of the Company’s 20 fiscal year (February __, 20 ) and the last day ten (10) trading days of the Company’s 20 fiscal year (February __, 20 ) and only relates to the class of stock included in that index. The following rule shall apply with respect to the Comparator Group: • Consistent with the purposes of this Award, the fair market value Fair Market Value of stock of a company included in the Comparator Group shall be adjusted in an equitable manner for any material stock splits, reverse stock splits or similar transactions. Relative Stockholder Return shall be measured based on the fair market value of each applicable company’s stock on the last trading day prior to the commencement of the Company’s fiscal year on March 1, as compared to the fair market value of that same company’s stock on the last trading day of the Company’s fiscal year ending on February __, . The fair market value of the Company’s Class A Common Stock shall mean the closing price of a share of that stock on the New York Stock Exchange or other national stock exchange on which that stock is actively traded for that date as reported in the Wall Street Journal, Eastern Edition or such other standard reference service as the Committee may select. The fair market value of a share of the common stock of a company in the Comparator Group shall mean the closing price of a share of that stock on the New York Stock Exchange or other national stock exchange on which that stock is actively traded for that date as reported in the Wall Street Journal, Eastern Edition or such other standard reference service as the Committee may select. The percentile ranking of the Company’s Relative Total Stockholder Return shall be that fraction which is calculated by dividing the number of companies in the Comparator Group whose Comparator Total Stockholder Return performance is exceeded by the Company (based on the increase in the value of the Company’s stockTotal Shareholder Return) by the total number of companies in the Comparator Group. Except as noted in this Schedule A, no adjustments for Extraordinary Items shall be made when calculating Relative Total Stockholder ReturnReturn Total Stockholder Return shall mean the percentage rate of growth during the Valuation Period of an investment of $1,000 in shares of Class A Common Stock on the first day of the Valuation Period, assuming reinvestment of all dividends paid during the Valuation Period. Comparator Total Stockholder Return for an applicable company in the Comparator Group shall mean the percentage rate of growth during the Valuation Period of an investment of $1,000 in shares of the common stock of the applicable company in the Comparator Group on the first day of the Valuation Period, assuming reinvestment of all dividends paid during the Valuation Period.

Appears in 1 contract

Samples: Performance Share Unit Agreement (Constellation Brands, Inc.)

Electronic Delivery and Execution. The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus and prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other Award made or offered under the Plan. The Participant understands that, unless revoked by the Participant by giving written notice to the Company pursuant to the Plan, this consent will be effective for the duration of this Agreement. The Participant also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan. SCHEDULE A The number of Performance Share Units to which the Participant will be entitled if the Participant satisfies the applicable service requirements will be calculated by the Committee based on the Company’s “Relative Stockholder Return” (as defined below) for the specified period). Specifically, the Committee shall calculate the number of vested Performance Share Units for the Participant if the Participant satisfies the applicable service requirements by multiplying the Participant’s Target Number of Performance Share Units by the applicable percentage determined as set forth below based on the Company’s Relative Stockholder Return results for the specified period. As noted in the Terms and Conditions to this Agreement, special rules apply under certain circumstances, such as death, PSU Disability and PSU Change in Control. The following table shall apply for calculating this Award: Relative Stockholder Return Over the Company’s - Fiscal Years 25th Percentile 33.3ths Percentile 50th Percentile 62.5ths Percentile 75th Percentile 25% 50% 100% 150% 200% The maximum percentage by which the Participant’s Target Number of Performance Share Units is multiplied cannot exceed 200%, and no Performance Share Units shall vest unless the Company’s Relative Stockholder Return performance for the specified period is equal to or greater than the level required to earn an award of 25% of the Participant’s Target Number of Performance Share Units. If the Company’s Relative Stockholder Return performance falls between designated levels of performance set forth in the above table, the percentage by which the Participant’s Target Number of Performance Share Units is multiplied will be calculated by linear interpolation. Relative Stockholder Return shall mean the percentage increase in the fair market value “Fair Market Value” (as defined below) of a share of the Company’s Class A Common Stock during the period from March 1, through February __, (the “Valuation Period”) measured relative to the percentage increase in the fair market value Fair Market Value of stocks included in the S&P 500 Index over that satisfy the Valuation Period as conditions set forth in this Schedule A below (the “Comparator Group”)) over the Valuation Period. Specifically, the percentage increase in the fair market value Fair Market Value of a share of the Company’s Class A Common Stock during the Valuation Period will be ranked against the percentage increase in the fair market value Fair Market Value of a share of stock for each company in Comparator Group during the Valuation Period. The Comparator Group shall consist of those companies that are included in the S&P 500 Index on during both the last day ten (10) trading days of the Company’s fiscal year (February __, ) and the last day ten (10) trading days of the Company’s fiscal year (February __, ) and only relates to the class of stock included in that index. The following rule shall apply with respect to the Comparator Group: • Consistent with the purposes of this Award, the fair market value Fair Market Value of stock of a company included in the Comparator Group shall be adjusted in an equitable manner for any material stock splits, reverse stock splits or similar transactions. Relative Stockholder Return shall be measured based on the fair market value average Fair Market Value of each applicable company’s stock on for the last ten (10) trading day days prior to the commencement of the Company’s fiscal year on March 1, as compared to the fair market value average Fair Market Value of that same company’s stock on for the last ten (10) trading day days of the Company’s fiscal year ending on February __, . The fair market value Fair Market Value of the Company’s Class A Common Stock shall mean the closing price of a share of that stock on the New York Stock Exchange or other national stock exchange on which that stock is actively traded for that date as reported in the Wall Street Journal, Eastern Edition or such other standard reference service as the Committee may select. The fair market value of a share of the common stock of a company in the Comparator Group shall mean the closing price of a share of that stock on the New York Stock Exchange or other national stock exchange on which that stock is actively traded for that date as reported in the Wall Street Journal, Eastern Edition or such other standard reference service as the Committee may select. The percentile ranking of the Company’s Relative Stockholder Return shall be that fraction which is calculated by dividing the number of companies in the Comparator Group whose performance is exceeded by the Company (based on the increase in the value of the Company’s stock) by the total number of companies in the Comparator Group. Except as noted in this Schedule A, no adjustments for Extraordinary Items shall be made when calculating Relative Stockholder Return.

Appears in 1 contract

Samples: Performance Share Unit Agreement (Constellation Brands, Inc.)

Electronic Delivery and Execution. The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus and prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other Award made or offered under the Plan. The Participant understands that, unless revoked by the Participant by giving written notice to the Company pursuant to the Plan, this consent will be effective for the duration of this Agreement. The Participant also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan. SCHEDULE A The number of Performance Share Units to which the Participant will be entitled if the Participant satisfies the applicable service requirements will be calculated by the Committee based on with respect to whether the Company’s expansion of the Piedras Negras Brewery located in Xxxx, Coahuila, Mexico to a nominal capacity (i.e., the brewery’s annual production capacity for packaged beer if operated at 100% capacity) of at least twenty (20) million hectoliters of packaged beer annually, to include the ability to produce commercially reasonable quantities of each Modelo beer brand offered by Crown Imports LLC for sale in the United States on April 19, 2013, is accomplished on or before June 7, 2016 (the Relative Stockholder Return” (as defined below) for the specified periodExpansion”). Specifically, the Committee shall calculate the number of vested Performance Share Units for the Participant if the Participant satisfies the applicable service requirements requirement by multiplying the Participant’s Target Number of Performance Share Units by the applicable percentage determined as set forth below based on the Company’s Relative Stockholder Return results for the specified periodbelow. As noted in the Terms and Conditions to this Agreement, special rules apply under certain circumstances, such as death, PSU Disability and PSU Change in Control. The following table shall apply for calculating this Award: Relative Stockholder Return Over the Company’s - Fiscal Years 25th Percentile 33.3ths Percentile 50th Percentile 62.5ths Percentile 75th Percentile 25% 50% Expansion Accomplished by June 7, 2016 Expansion Not Accomplished by June 7, 2016 100% 150% 200% The maximum percentage by which the Participant’s Target Number of Performance Share Units is multiplied cannot exceed 2000%, and no Performance Share Units shall vest unless the Company’s Relative Stockholder Return performance for the specified period is equal to or greater than the level required to earn an award of 25% of the Participant’s Target Number of Performance Share Units. If the Company’s Relative Stockholder Return performance falls between designated levels of performance set forth in the above table, the percentage by which the Participant’s Target Number of Performance Share Units is multiplied will be calculated by linear interpolation. Relative Stockholder Return shall mean the percentage increase in the fair market value of a share of the Company’s Class A Common Stock during the period from March 1, through February __, (the “Valuation Period”) measured relative to the percentage increase in the fair market value of stocks included in the S&P 500 Index over the Valuation Period as set forth in this Schedule A (the “Comparator Group”). Specifically, the percentage increase in the fair market value of a share of the Company’s Class A Common Stock during the Valuation Period will be ranked against the percentage increase in the fair market value of a share of stock for each company in Comparator Group during the Valuation Period. The Comparator Group shall consist of those companies that are included in the S&P 500 Index on both the last day of the Company’s fiscal year (February __, ) and the last day of the Company’s fiscal year (February __, ) and only relates to the class of stock included in that index. The following rule shall apply with respect to the Comparator Group: • Consistent with the purposes of this Award, the fair market value of stock of a company included in the Comparator Group shall be adjusted in an equitable manner for any material stock splits, reverse stock splits or similar transactions. Relative Stockholder Return shall be measured based on the fair market value of each applicable company’s stock on the last trading day prior to the commencement of the Company’s fiscal year on March 1, as compared to the fair market value of that same company’s stock on the last trading day of the Company’s fiscal year ending on February __, . The fair market value of the Company’s Class A Common Stock shall mean the closing price of a share of that stock on the New York Stock Exchange or other national stock exchange on which that stock is actively traded for that date as reported in the Wall Street Journal, Eastern Edition or such other standard reference service as the Committee may select. The fair market value of a share of the common stock of a company in the Comparator Group shall mean the closing price of a share of that stock on the New York Stock Exchange or other national stock exchange on which that stock is actively traded for that date as reported in the Wall Street Journal, Eastern Edition or such other standard reference service as the Committee may select. The percentile ranking of the Company’s Relative Stockholder Return shall be that fraction which is calculated by dividing the number of companies in the Comparator Group whose performance is exceeded by the Company (based on the increase in the value of the Company’s stock) by the total number of companies in the Comparator Group. Except as noted in this Schedule A, no adjustments for Extraordinary Items shall be made when calculating Relative Stockholder Return.

Appears in 1 contract

Samples: Performance Share Unit Agreement (Constellation Brands, Inc.)

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Electronic Delivery and Execution. The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus and prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other Award made or offered under the Plan. The Participant understands that, unless revoked by the Participant by giving written notice to the Company pursuant to the Plan, this consent will be effective for the duration of this Agreement. The Participant also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan. SCHEDULE A The number of Performance Share Units to which the Participant will be entitled if the Participant satisfies the applicable service requirements will be calculated by the Committee based on the Company’s “Relative Stockholder Return” (as defined below) Adjusted Earnings Per Share for the specified periodfiscal year. Specifically, the Committee shall calculate the number of vested Performance Share Units for the Participant if the Participant satisfies the applicable service requirements by multiplying the Participant’s Target Number of Performance Share Units by the applicable percentage determined as set forth below based on the Company’s Relative Stockholder Return results Adjusted Earnings Per Share for the specified periodfiscal year. As noted in the Terms and Conditions to this Agreement, special rules apply under certain circumstances, such as death, PSU Disability and PSU Change in Control. The following table shall apply for calculating this Award: Relative Stockholder Return Over the Company’s - Fiscal Years 25th Percentile 33.3ths Percentile 50th Percentile 62.5ths Percentile 75th Percentile 25% 50% 100% 150% 200% The maximum percentage by which the Participant’s Target Number of Performance Share Units is multiplied cannot exceed 200%, and no Performance Share Units shall vest unless the Company’s Relative Stockholder Return performance for the specified period is equal to or greater than the level required to earn an award of 25% of the Participant’s Target Number of Performance Share Units. If the Company’s Relative Stockholder Return performance falls between designated levels of performance set forth in the above table, the percentage by which the Participant’s Target Number of Performance Share Units is multiplied will be calculated by linear interpolation. Relative Stockholder Return shall mean the percentage increase in the fair market value of a share of the Company’s Class A Common Stock during the period from March 1, through February __, (the “Valuation Period”) measured relative to the percentage increase in the fair market value of stocks included in the S&P 500 Index over the Valuation Period as set forth in this Schedule A (the “Comparator Group”). Specifically, the percentage increase in the fair market value of a share of the Company’s Class A Common Stock during the Valuation Period will be ranked against the percentage increase in the fair market value of a share of stock for each company in Comparator Group during the Valuation Period. The Comparator Group shall consist of those companies that are included in the S&P 500 Index on both the last day of the Company’s fiscal year (February __, ) and the last day of the Company’s fiscal year (February __, ) and only relates to the class of stock included in that index. The following rule shall apply with respect to the Comparator Group: • Consistent with the purposes of this Award, the fair market value of stock of a company included in the Comparator Group shall be adjusted in an equitable manner for any material stock splits, reverse stock splits or similar transactions. Relative Stockholder Return shall be measured based on the fair market value of each applicable company’s stock on the last trading day prior to the commencement of the Company’s fiscal year on March 1, as compared to the fair market value of that same company’s stock on the last trading day of the Company’s fiscal year ending on February __, . The fair market value of the Company’s Class A Common Stock shall mean the closing price of a share of that stock on the New York Stock Exchange or other national stock exchange on which that stock is actively traded for that date as reported in the Wall Street Journal, Eastern Edition or such other standard reference service as the Committee may select. The fair market value of a share of the common stock of a company in the Comparator Group shall mean the closing price of a share of that stock on the New York Stock Exchange or other national stock exchange on which that stock is actively traded for that date as reported in the Wall Street Journal, Eastern Edition or such other standard reference service as the Committee may select. The percentile ranking of the Company’s Relative Stockholder Return shall be that fraction which is calculated by dividing the number of companies in the Comparator Group whose performance is exceeded by the Company (based on the increase in the value of the Company’s stock) by the total number of companies in the Comparator Group. Except as noted in this Schedule A, no adjustments for Extraordinary Items shall be made when calculating Relative Stockholder Return.

Appears in 1 contract

Samples: Performance Share Unit Agreement (Constellation Brands, Inc.)

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