Common use of Performance Components Clause in Contracts

Performance Components. (a) The extent to which each Performance Component is satisfied and the number of Performance Shares which become vested shall be calculated with respect to each Performance Component in accordance with the table set forth above; provided that if the number of Performance Shares is not evenly divisible by four (4), then no fractional Shares will vest and the Shares attributable to each Performance Component will be as equal as possible with the residual Shares allocated to the Adjusted EBITDA Performance Component. All determinations with respect to the Performance Components shall be made by the Committee in its sole discretion and the Performance Components shall not be achieved and the Performance Shares shall not be delivered until the Committee certifies the extent to which such Performance Components have been met. The total number of Performance Shares which become vested based on the achievement of the Performance Components shall be equal to (x) the total number of Performance Shares specified above for each applicable Performance Component multiplied by (y) the Achievement Percentage determined pursuant to the table set forth above for the applicable Performance Component and the applicable weighting multiplier, and rounded down to the nearest whole Share. (b) Any Performance Component measures may at any time be adjusted to exclude the impact of the following events: (i) asset write-downs; (ii) litigation, claims, judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) acquisitions or divestitures; (vi) any other specific, unusual or nonrecurring events, or objectively determinable category thereof; (vii) foreign exchange gains and losses or fluctuation in currency exchange rates; (viii) discontinued operations and nonrecurring charges; (ix) a change in the Company’s fiscal year; and (x) any other event described in Section 13 of the Plan.