How to Determine the Specific Performance Goals Sample Clauses

How to Determine the Specific Performance Goals. The Committee has the absolute discretion to determine, and its determination shall be binding on the 8 Recipient with respect to, any of the following: • “Adjusted Shares” means (A) the number of the PRSU Shares that is equal to 100% of the number of the Target PRSU Shares, if the Company achieves its company-wide operating profit goal for the Measurement Period as decided by the Committee; or (B) 0, if the Company does not achieve its company-wide 2019 operating profit goal as decided by the Committee. (C). Representative Example. Without prejudicing any of the foregoing, including the Committee’s absolute discretion under Section (B) above, the parties agree on the following representative (and non-exhaustive) example for the Specific Performance 9 Goals: If the number of the Target PRSU Shares is 100 shares, then the number of the PRSU Shares is 100 shares. Under this example, if the Company achieves its company-wide operating profit goal for the Measurement Period as decided by the Committee, then the number of the Adjusted Shares is 100 shares. As a result, the number of the Vested Shares is 100 shares, and 25 shares will vest on each of the Vesting Start Date and the first, second and third anniversaries of the Vesting Start Date. 8 Subject to Section 2(A)(z) of this Agreement, in case of a Sale Event during the Measurement Period, the Specific Performance Goals hereunder shall continue to apply to the PRSUs assumed, continued or substituted upon the Sale Event. 9 No fractional shares will be issued or delivered pursuant to any Award, and therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the Committee. As a result, the decimal fractions of the number of the Vested Shares presented in the examples below are rounded down to the nearest whole number. Exhibit A - 1 01435\040\8330619.v3
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How to Determine the Specific Performance Goals. The Committee has the absolute discretion to determine, and its determination shall be binding on the Recipient with respect to, any of the following:  “Adjusted Shares I” means (A) the number of the PRSU Shares that is equal to 50% of the number of the Targeted PRSU Shares, if Xxxxxxx Strong-Tie Company Inc. achieves its company-wide operating profit goal for the Measurement Period as decided by the Committee; or (B) 0, if Xxxxxxx Strong-Tie Company Inc. does not achieve its company-wide 2017 operating profit goal as decided by the Committee.  “Adjusted Shares II” means (A) the number of the PRSU Shares that is equal to 50% of the number of the Targeted PRSU Shares, if the Recipient’s branch of Xxxxxxx Strong-Tie Company Inc. achieves its branch-wide operating profit goal for the Measurement Period as decided by the Committee; or (B) 0, if the Recipient’s branch of Xxxxxxx Strong-Tie Company Inc. does not achieve its branch-wide 2017 operating profit goal as decided by the Committee. (C).
Sample 1
How to Determine the Specific Performance Goals. The Committee has the absolute discretion to determine, and its determination shall be binding on the Recipient with respect to, any of the following: “Initially Adjusted Targeted Shares” means the number of the PSU Shares that is equal to the product of (A) the number of the Targeted Shares and (B) the Fair Value Multiplier. “Further Adjusted Shares I” means the number of the PSU Shares that is equal to the product of (A) 50% of the number of the Initially Adjusted Targeted Shares and (B) the Revenue CAGR Multiplier. 7 In case of a Sale Event during the Vesting Period, in which (a) the Company ceases to exist, (b) the Subsidiary with which the Recipient is employed or engaged is acquired, or (c) all or substantially all of the assets of the Company or Subsidiary are sold or otherwise disposed of, unless (i) the acquiring or surviving entity does not maintain an equity incentive program or (ii) a new entity is created through the Sale Event and all stockholders of the Company immediately prior to the Sale Event become stockholders of the new entity, with respect to the remaining fiscal years of the Vesting Period (including any unfinished fiscal year as of the Sale Event), as determined by the Committee in its absolute discretion and to the extent as permitted under Code section 162(m) (without causing the PSUs to fail to meet the requirements of “qualified performance-based compensation” thereunder) and under Code section 409A (without causing the PSUs to fail to be exempt from or comply with 409A), the Specific Performance Goals hereunder may be replaced by the Specific Performance Goals that the acquiring or surviving entity uses in relation to the performance-based equity awards granted to its similarly-situated employees, consultants or outside directors, after being adjusted for the accounting fair value of the Specific Performance Goals hereunder as of the Sale Event. In the event a new entity results from the Sale Event and all stockholders of the Company immediately prior to the Sale Event become stockholders of the new entity, the Specific Performance Goals hereunder shall continue to apply to the PSUs, assumed, continued or substituted upon the Sale Event as if the new entity is the Company. For example, if a Sale Event takes place in June 2017, resulting in no new entity, and the Company ceases to exist, and if the Committee approves the goal replacement, the fiscal year 2017 will still be subject to the Specific Performance Goals hereunder whi...
Sample 1

Related to How to Determine the Specific Performance Goals

  • Specific Performance, Etc The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.

  • Attorneys’ Fees; Specific Performance Purchaser shall reimburse the Company for all costs incurred by the Company in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’ fees.

  • Specific Performance and Injunctive Relief Notwithstanding the availability of legal remedies, Mortgagee will be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Mortgagor to cure or refrain from repeating any Default.

  • Right to Specific Performance The Purchaser agrees that the Company shall be entitled to a decree of specific performance of the terms hereof or an injunction restraining violation of this Agreement, said right to be in addition to any other remedies available to the Company.

  • Specific Performance; Injunctive Relief The parties hereto acknowledge that Parent shall be irreparably harmed and that there shall be no adequate remedy at law for a violation of any of the covenants or agreements of the Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

  • Specific Performance and Remedies Shareholder acknowledges that it will be impossible to measure in money the damage to Parent if Shareholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, Parent will not have an adequate remedy at law or in equity. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that Parent has an adequate remedy at law. Shareholder agrees that Shareholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with Parent’s seeking or obtaining such equitable relief. In addition, after discussing the matter with Shareholder, Parent shall have the right to inform any third party that Parent reasonably believes to be, or to be contemplating, participating with Shareholder or receiving from Shareholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of Parent hereunder, and that participation by any such persons with Shareholder in activities in violation of Shareholder’s agreement with Parent set forth in this Agreement may give rise to claims by Parent against such third party.

  • Performance Measure The number of Performance Shares earned at the end of the three-year Performance Period will vary depending on the degree to which cumulative adjusted earnings per share performance goals for the Performance Period, as established by the Committee, are met.

  • Performance Measures The extent, if any, to which you shall have the right to payment of the Award shall depend upon your satisfying one of the continuous employment conditions set forth in Section 3 and the extent to which the applicable performance measure has been satisfied as of the Final Measurement Date, as specified below: The Award shall have the following performance measures during the Measurement Period:

  • Remedies; Specific Performance The Company stipulates that there would be no adequate remedy at law to the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant and accordingly, the Company agrees that, in addition to any other remedy to which the Holder may be entitled at law or in equity, the Holder shall be entitled to seek to compel specific performance of the obligations of the Company under this Warrant, without the posting of any bond, in accordance with the terms and conditions of this Warrant in any court of the United States or any State thereof having jurisdiction, and if any action should be brought in equity to enforce any of the provisions of this Warrant, the Company shall not raise the defense that there is an adequate remedy at law. Except as otherwise provided by law, a delay or omission by the Holder hereto in exercising any right or remedy accruing upon any such breach shall not impair the right or remedy or constitute a waiver of or acquiescence in any such breach. No remedy shall be exclusive of any other remedy. All available remedies shall be cumulative.

  • Specific Performance The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

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