Performance Based Exception Under Section 162m Sample Clauses

Performance Based Exception Under Section 162m. The general performance measures for Awards (other than Options) designed to qualify for the Performance-Based Exception shall be chosen from among the following: (a) Earnings (either in the aggregate or on a per-share basis); (b) Net income or loss; (c) Operating income or loss; (d) Operating profit; (e) Cash flow; (f) Stockholder returns (including return on assets, investments, equity, or gross sales) (including income applicable to common stockholders or other class of stockholders); (g) Return measures (including return on assets, equity, or sales); (h) Earnings before or after either, or any combination of, interest, taxes, depreciation or amortization (EBITDA); (i) Gross revenues; (j) Share price (including growth measures and total stockholder return or attainment by the Shares of a specified value for a specified period of time); (k) Reductions in expense levels in each case, where applicable, determined either on a Company-wide basis or in respect of any one or more business units; (l) Net economic value; (m) Market share; (n) Annual net income to common stock; (o) Annual cash flow provided by operations; (p) Changes in annual revenues; (q) Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures; (r) Economic value added; (s) Sales; (t) Costs; (u) Results of customer satisfaction surveys; (v) Aggregate product price and other product price measures; (w) Safety record; (x) Service reliability; (y) Operating and maintenance cost management; (z) Debt rating; and/or (aa) Achievement of business or operational goals such as market share and/or business development; provided that applicable performance measures may be applied on a pre- or post-tax basis; and provided further that the Committee may, on the Grant Date of an Award intended to comply with the Performance-Based Exception, and in the case of other Awards at any time, provide that the formula for such Award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss. For Awards intended to comply with the Performance-Based Exception, the Commit...
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Performance Based Exception Under Section 162m 
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Related to Performance Based Exception Under Section 162m

  • Performance Based Compensation During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

  • Performance-Based Vesting At the end of each Measurement Year, on the Measurement Date, the percentage of Shares set forth above shall be eligible to vest (the "Eligible Shares"). On each Measurement Date, 50% of the Eligible Shares shall become Vested Shares if at least 90% of the Target EBITDA amount was met for the prior Measurement Year. If more than 90% of the Target EBITDA amount was met for the prior Measurement Year, then the Eligible Shares shall become Vested Shares on a straight line basis such that an additional 5% of Eligible Shares shall become Vested Shares for each 1% that actual Consolidated Adjusted EBITDA exceeds 90% of the Target EBITDA amount.

  • Equity-Based Compensation The Executive shall retain all rights to any equity-based compensation awards to the extent set forth in the applicable plan and/or award agreement.

  • Plan Terminations Under Section 409A Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three (3) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule A, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

  • Incentive Stock Option If this Option qualifies as an ISO, the Optionee will have no regular federal income tax liability upon its exercise, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price will be treated as an adjustment to alternative minimum taxable income for federal tax purposes and may subject the Optionee to alternative minimum tax in the year of exercise. In the event that the Optionee ceases to be an Employee but remains a Service Provider, any Incentive Stock Option of the Optionee that remains unexercised shall cease to qualify as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option on the date three (3) months and one (1) day following such change of status.