Common use of Performance Adjustment Clause in Contracts

Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the Revenue and Net Income Per Share performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Committee of the Board. The Committee will review the extent of the achievement of the Performance Metrics and shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formulas no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Initial Adjusted PSUs The “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded down. In the event that the threshold performance for either Performance Metric is not satisfied, the number of Initial Adjusted PSUs will be zero. [Tables]

Appears in 2 contracts

Samples: Performance Award Agreement (MSCI Inc.), Award Agreement (MSCI Inc.)

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Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the Revenue and Net Income Per Share performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Audit Committee of the Board. The Audit Committee will review the extent of the achievement of the Performance Metrics Metrics, and the Compensation Committee shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formulas formula (the “Performance Formula”) no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Initial Number of Adjusted PSUs The For purposes of the computation above, the “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded down. In the up; provided further that in no event that the threshold performance for either Performance Metric is not satisfied, shall the number of Initial Adjusted PSUs will granted to you on the Grant Date be zerodecreased by more than % or increased by more than % as a result of any extrapolation and/or interpolation. [Tables]In each instance, the above-referenced adjustments to and their corresponding targets shall be made as reasonably determined by the Audit Committee in accordance with accounting principles generally accepted in the United States.

Appears in 2 contracts

Samples: Performance Award Agreement (MSCI Inc.), Performance Award Agreement (MSCI Inc.)

Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the Revenue and Net Income Per Share performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Audit Committee of the Board. The Audit Committee will review the extent of the achievement of the Performance Metrics Metrics, and the Compensation Committee shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formulas formula (the “Performance Formula”) no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Initial Number of Adjusted PSUs The For purposes of the computation above, the “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded down. In the up; provided further that in no event that the threshold performance for either Performance Metric is not satisfied, shall the number of Initial Adjusted PSUs will granted to you on the Grant Date be zerodecreased by more than % or increased by more than % as a result of any extrapolation and/or interpolation. [Tables]Table] In each instance, the above-referenced adjustments to and their corresponding targets shall be made as reasonably determined by the Audit Committee in accordance with accounting principles generally accepted in the United States.

Appears in 2 contracts

Samples: Performance Award Agreement (MSCI Inc.), Performance Award Agreement (MSCI Inc.)

Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the Revenue and Net Income Per Share performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Committee of the Board. The Committee will review the extent of the achievement of the Performance Metrics and shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formulas formula (the “Performance Formula”) no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Initial Number of Adjusted PSUs The “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded down. In the up; provided further that in no event that the threshold performance for either Performance Metric is not satisfied, shall the number of Initial Adjusted PSUs will granted to you on the Grant Date be zerodecreased by more than % or increased by more than % as a result of any extrapolation and/or interpolation. [TablesTable]

Appears in 1 contract

Samples: Performance Award Agreement (MSCI Inc.)

Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the Revenue and Net Income Per Share performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Committee of the Board. The Committee will review the extent of the achievement of the Performance Metrics and shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formulas formula (the “Performance Formula”) no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Initial Number of Adjusted PSUs The “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded down. In the up; provided further that in no event that the threshold performance for either Performance Metric is not satisfied, shall the number of Initial Adjusted PSUs will granted to you on the Grant Date be zerodecreased by more than % or increased by more than % as a result of any extrapolation and/or interpolation. [TablesTable]

Appears in 1 contract

Samples: Performance Award Agreement (MSCI Inc.)

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Performance Adjustment. The number of PSUs initially awarded to you under this Award Agreement shall be adjustedadjusted as follows: (i) the first tranche of PSUs shall be adjusted after the end of the First Performance Period, (ii) the second tranche of PSUs shall be adjusted after the end of the Second Performance Period and (iii) the third tranche of PSUs shall be adjusted after the end of the Third Performance Period, in each case, within a range of % [•]% to % [•]% of the number of PSUs initially awarded, after the end of the Performance Period per tranche and based on the achievement of the Revenue and Net Income Per Share performance metrics (collectively, the “applicable Performance Metrics”) Period [•] set forth in the table below, which have been approved by the Committee. Following the end of the each Performance Period, management of MSCI shall provide its calculation of the Performance Metrics Period [•] to the Committee of the BoardCommittee. The Committee will review the extent of the achievement of the Performance Metrics Period [•] and shall certify in writing such achievement. The number of PSUs per tranche that will be converted into Shares pursuant to Section ‎Section 2(b), Section ‎Section 4 or Section ‎Section 5 (each such tranche, the “Tranche of Adjusted PSUs”) will be determined based on the following formulas formula no later than [•] of the year following the last day of the applicable Performance Period (the each, an “Adjustment Date”): Number of PSUs Granted Per Tranche x [•] Adjustment Percentage = Initial Number of Adjusted PSUs Per Tranche The “[•] Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages the Performance Period [•] not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages Performance Period [•] will be rounded down. In the event that the threshold performance for either Performance Metric is not satisfied, the number of Initial Adjusted PSUs will be zero. [TablesTable]

Appears in 1 contract

Samples: Special Performance Award Agreement (MSCI Inc.)

Performance Adjustment. The number of PSUs initially awarded to you under this Award Agreement shall be adjustedadjusted as follows: (i) the first tranche of PSUs shall be adjusted after the end of the First Performance Period, (ii) the second tranche of PSUs shall be adjusted after the end the Second Performance Period and (iii) the third tranche of PSUs shall be adjusted after the end of the Third Performance Period, in each case, within a range of % [•]% to % [•]% of the number of PSUs initially awarded, after the end of the Performance Period per tranche and based on the achievement of the Revenue and Net Income Per Share performance metrics (collectively, the “applicable Performance Metrics”) Period [•] set forth in the table below, which have been approved by the Committee. Following the end of the each Performance Period, management of MSCI shall provide its calculation of the Performance Metrics Period [•] to the Committee of the BoardCommittee. The Committee will review the extent of the achievement of the Performance Metrics Period [•] and shall certify in writing such achievement. The number of PSUs per tranche that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (each such tranche, the “Tranche of Adjusted PSUs”) will be determined based on the following formulas formula no later than [•] of the year following the last day of the applicable Performance Period (the each, an “Adjustment Date”): Number of PSUs Granted Per Tranche x [•] Adjustment Percentage = Initial Number of Adjusted PSUs Per Tranche The “[•] Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages the Performance Period [•] not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages Performance Period [•] will be rounded down. In the event that the threshold performance for either Performance Metric is not satisfied, the number of Initial Adjusted PSUs will be zero. [TablesTable]

Appears in 1 contract

Samples: Special Performance Award Agreement (MSCI Inc.)

Performance Adjustment. The number of PSUs awarded under this Award Agreement shall be adjusted, within a range of % to % of the number of PSUs initially awarded, after the end of the Performance Period based on the achievement of the Revenue and Net Income Per Share performance metrics (collectively, the “Performance Metrics”) set forth in the table below, which have been approved by the Committee. Following the end of the Performance Period, management of MSCI shall provide its calculation of the Performance Metrics to the Committee of the Board. The Committee will review the extent of the achievement of the Performance Metrics and shall certify in writing such achievement. The number of PSUs that will be converted into Shares pursuant to Section 2(b), Section 4 or Section 5 (the “Adjusted PSUs”) will be determined based on the following formulas no later than (the “Adjustment Date”): Number of PSUs Granted x Adjustment Percentage = Number of Initial Adjusted PSUs The “Adjustment Percentage” will be derived as set forth in the table below; provided that there will be extrapolation and interpolation (rounded to two decimal places) to derive Adjustment Percentages not expressly set forth below, and any fractional shares resulting from the application of the Adjustment Percentages will be rounded down. In the event that the threshold performance for either Performance Metric is not satisfied, the number of Initial Adjusted PSUs will be zero. [Tables].

Appears in 1 contract

Samples: Award Agreement (MSCI Inc.)

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