Common use of Performance Restrictions Clause in Contracts

Performance Restrictions. In addition to the “Service Restrictions” (as defined below), you shall return to the Company, for no consideration from the Company, all of the shares of Restricted Stock awarded under this Agreement, within 30 days following notification to you by the Compensation Committee that the “Performance Goal” (as defined in this Section 2) established under the EPP as a condition to the award of the Restricted Stock is not satisfied in full in accordance with the terms and conditions of the EPP (the “Performance Restrictions”). The Performance Restrictions shall lapse upon certification by the Compensation Committee that the Performance Goal is satisfied in full. The “Performance Goal” for this Agreement and the award of Restricted Stock hereunder shall be the Company achieving the Net Income (as defined below) target set forth on Appendix A for the year ending December 31, 2015. The Performance Goal shall be deemed to be satisfied in the event a “Change in Control” (as defined in Section 4 hereof) shall occur prior to certification by the Compensation Committee of the financial results for the year ending December 31, 2015. For purposes of this Agreement, “Net Income” shall be defined as “net income before extraordinary items” of the Company, which shall mean the consolidated net income of the Company during the fiscal year, as determined by the Compensation Committee in conformity with accounting principles generally accepted in the United States of America and contained in financial statements that are subject to an audit report of the Company's independent public accounting firm, but excluding: (a) operating results of and/or losses associated with the write-down of assets of a subsidiary, business unit or division that has been designated by the Board of Directors as a discontinued business operation or to be liquidated; (b) gains or losses on the sale of any subsidiary, business unit or division, or the assets or business thereof; (c) gains or losses from the disposition of material capital assets (other than in a transaction described in clause (b)) or the refinancing of indebtedness, including, among other things, any make-whole payments and prepayment fees; (d) losses associated with the write-down of goodwill or other intangible assets of the Company due to the determination under applicable accounting standards that the assets have been impaired; (e) gains or losses from material property casualty occurrences or condemnation awards taking into account the proceeds paid by insurance companies and other third parties in connection with the casualty or condemnation; (f) any other material income or loss item the realization of which is not directly attributable to the actions of current senior management of the Company; (g) any income statement effect resulting from a change in generally accepted accounting principles, except to the extent the effect of such a change is already reflected in the target Net Income amount; (h) restructuring charges and acquisition related transaction costs; and (i) the income taxes (benefits) of any of the above-designated gains or losses. In addition, Net Income shall exclude the operating results of any entity or business acquired during 2015, except to the extent such entity or business was included in the Company’s 2015 business plan. The Compensation Committee shall have final authority with respect to the determination of “Net Income” and, in exercising such authority, may consult with the Company’s independent auditor and/or Audit Committee as it deems necessary and advisable.

Performance Restrictions. In addition to the “Service Restrictions” (as defined potential forfeiture of the Restricted Stock Units pursuant to Section 4 below), you shall return to the Company, for no consideration from the Company, forfeit all of the shares of Restricted Stock Units awarded under this Agreement, within 30 days following notification Agreement upon notice to you by the Compensation Committee that the “Performance Goal” (as defined in this Section 23) established under the EPP as a condition to the award vesting of the Restricted Stock Units is not satisfied in full in accordance with the terms and conditions of the EPP (the “Performance Restrictions”). The Performance Restrictions shall lapse upon certification by the Compensation Committee that the Performance Goal is satisfied in full. The “Performance Goal” for this Agreement and the award of Restricted Stock Units hereunder shall be the Company achieving the Net Income (as defined below) target set forth on Appendix A for the year ending December 31, 20152016. The Performance Goal shall be deemed to be satisfied in the event a “Change in Control” (as defined in Section 4 hereof) shall occur prior to certification by the Compensation Committee of the financial results for the year ending December 31, 20152016. For purposes of this Agreement, “Net Income” shall be defined as “net income before extraordinary items” of the Company, which shall mean the consolidated net income of the Company during the fiscal year, as determined by the Compensation Committee in conformity with accounting principles generally accepted in the United States of America and contained in financial statements that are subject to an audit report of the Company's ’s independent public accounting firm, but excluding: (a) operating results of and/or losses associated with the write-down of assets of a subsidiary, business unit or division that has been designated by the Board of Directors as a discontinued business operation or to be liquidated; (b) gains or losses on the sale of any subsidiary, business unit or division, or the assets or business thereof; (c) gains or losses from the disposition of material capital assets (other than in a transaction described in clause (b)) or the refinancing of indebtedness, including, among other things, any make-whole payments and prepayment fees; (d) losses associated with the write-down of goodwill or other intangible assets of the Company due to the determination under applicable accounting standards that the assets have been impaired; (e) gains or losses from material property casualty occurrences or condemnation awards taking into account the proceeds paid by insurance companies and other third parties in connection with the casualty or condemnation; (f) any income statement effect resulting from a change in tax laws, accounting principles (including, without limitation, generally accepted accounting principles), regulations, or other laws regulations affecting reported results, except, in each case, to the extent the effect of such a change is already reflected in the target Net Income amount; (g) reorganization or restructuring charges and acquisition- or divestiture-related transaction expenses and costs; (h) any gains or losses from unusual nonrecurring or extraordinary items; (i) operating results of any entity or business acquired or disposed of during such year, except, in the case of an acquisition, to the extent such entity or business was included in the Company’s operating business plan for such year or, in the case of a disposition, to the extent such entity or business was not included in the Company’s operating business plan for such year; (j) any gain or loss resulting from currency fluctuations or translations as set forth in the Aegion Corporation Foreign Exchange Rate Policy for Annual Incentive Plan and Long Term Incentive Plan; (k) any other material income or loss item the realization of which is not directly attributable to the actions of current senior management of the Company; (g) any income statement effect resulting from a change in generally accepted accounting principles, except to the extent the effect of such a change is already reflected in the target Net Income amount; (h) restructuring charges and acquisition related transaction costs; and (il) the income taxes (benefits) of any of the above-designated gains or losses. In addition, Net Income shall exclude the operating results of any entity or business acquired during 2015, except to the extent such entity or business was included in the Company’s 2015 business plan. The Compensation Committee shall have final authority with respect to the determination of “Net Income” and, in exercising such authority, may consult with the Company’s independent auditor and/or Audit Committee as it deems necessary and advisable.

Performance Restrictions. In addition to the “Service Restrictions” (as defined potential forfeiture of the Restricted Stock Units pursuant to Section 4 below), you shall return to the Company, for no consideration from the Company, forfeit all of the shares of Restricted Stock Units awarded under this Agreement, within 30 days following notification Agreement upon notice to you by the Compensation Committee that the “Performance Goal” (as defined in this Section 23) established under the EPP as a condition to the award vesting of the Restricted Stock Units is not satisfied in full in accordance with the terms and conditions of the EPP (the “Performance Restrictions”). The Performance Restrictions shall lapse upon certification by the Compensation Committee that the Performance Goal is satisfied in full. The “Performance Goal” for this Agreement and the award of Restricted Stock Units hereunder shall be the Company achieving the Net Income (as defined below) target set forth on Appendix A for the year ending December 31, 2015. The Performance Goal shall be deemed to be satisfied in the event a “Change in Control” (as defined in Section 4 hereof) shall occur prior to certification by the Compensation Committee of the financial results for the year ending December 31, 2015. For purposes of this Agreement, “Net Income” shall be defined as “net income before extraordinary items” of the Company, which shall mean the consolidated net income of the Company during the fiscal year, as determined by the Compensation Committee in conformity with accounting principles generally accepted in the United States of America and contained in financial statements that are subject to an audit report of the Company's independent public accounting firm, but excluding: (a) operating results of and/or losses associated with the write-down of assets of a subsidiary, business unit or division that has been designated by the Board of Directors as a discontinued business operation or to be liquidated; (b) gains or losses on the sale of any subsidiary, business unit or division, or the assets or business thereof; (c) gains or losses from the disposition of material capital assets (other than in a transaction described in clause (b)) or the refinancing of indebtedness, including, among other things, any make-whole payments and prepayment fees; (d) losses associated with the write-down of goodwill or other intangible assets of the Company due to the determination under applicable accounting standards that the assets have been impaired; (e) gains or losses from material property casualty occurrences or condemnation awards taking into account the proceeds paid by insurance companies and other third parties in connection with the casualty or condemnation; (f) any other material income or loss item the realization of which is not directly attributable to the actions of current senior management of the Company; (g) any income statement effect resulting from a change in generally accepted accounting principles, except to the extent the effect of such a change is already reflected in the target Net Income amount; (h) restructuring charges and acquisition related transaction costs; and (i) the income taxes (benefits) of any of the above-designated gains or losses. In addition, Net Income shall exclude the operating results of any entity or business acquired during 2015, except to the extent such entity or business was included in the Company’s 2015 business plan. The Compensation Committee shall have final authority with respect to the determination of “Net Income” and, in exercising such authority, may consult with the Company’s independent auditor and/or Audit Committee as it deems necessary and advisable.

Performance Restrictions. In addition to the “Service Restrictions” (as defined below), you shall return to the Company, for no consideration from the Company, all of the shares of Restricted Stock awarded under this Agreement, within 30 days following notification to you by the Compensation Committee that the “Performance Goal” (as defined in this Section 2) established under the EPP as a condition to the award of the Restricted Stock is not satisfied in full in accordance with the terms and conditions of the EPP (the “Performance Restrictions”). The Performance Restrictions shall lapse upon certification by the Compensation Committee that the Performance Goal is satisfied in full. The “Performance Goal” for this Agreement and the award of Restricted Stock hereunder shall be the Company achieving the Net Income (as defined below) target set forth on Appendix A for the year ending December 31, 2015. The Performance Goal shall be deemed to be satisfied in the event a “Change in Control” (as defined in Section 4 hereof) shall occur prior to certification by the Compensation Committee of the financial results for the year ending December 31, 2015. For purposes of this Agreement, “Net Income” shall be defined as “net income before extraordinary items” of the Company, which shall mean the consolidated net income of the Company during the fiscal year, as determined by the Compensation Committee in conformity with accounting principles generally accepted in the United States of America and contained in financial statements that are subject to an audit report of the Company's independent public accounting firm, but excluding: (a) operating results of and/or losses associated with the write-down of assets of a subsidiary, business unit or division that has been designated by the Board of Directors as a discontinued business operation or to be liquidated; (b) gains or losses on the sale of any subsidiary, business unit or division, or the assets or business thereof; (c) gains or losses from the disposition of material capital assets (other than in a transaction described in clause (b)) or the refinancing of indebtedness, including, among other things, any make-whole payments and prepayment fees; (d) losses associated with the write-down of goodwill or other intangible assets of the Company due to the determination under applicable accounting standards that the assets have been impaired; (e) gains or losses from material property casualty occurrences or condemnation awards taking into account the proceeds paid by insurance companies and other third parties in connection with the casualty or condemnation; (f) any other material income or loss item the realization of which is not directly attributable to the actions of current senior management of the Company; (g) any income statement effect resulting from a change in generally accepted accounting principles, except to the extent the effect of such a change is already reflected in the target Net Income amount; (h) restructuring charges and acquisition related transaction costs; and (i) the income taxes (benefits) of any of the above-designated gains or losses. In addition, Net Income shall exclude the operating results of any entity or business acquired during 2015, except to the extent such entity or business was included in the Company’s 2015 business plan. The Compensation Committee shall have final authority with respect to the determination of “Net Income” and, in exercising such authority, may consult with the Company’s independent auditor and/or Audit Committee as it deems necessary and advisable.

Performance Restrictions. In addition to the “Service Restrictions” (as defined potential forfeiture of the Restricted Stock Units pursuant to Section 4 below), you shall return to the Company, for no consideration from the Company, forfeit all of the shares of Restricted Stock Units awarded under this Agreement, within 30 days following notification Agreement upon notice to you by the Compensation Committee that the “Performance Goal” (as defined in this Section 23) established under the EPP as a condition to the award vesting of the Restricted Stock Units is not satisfied in full in accordance with the terms and conditions of the EPP (the “Performance Restrictions”). The Performance Restrictions shall lapse upon certification by the Compensation Committee that the Performance Goal is satisfied in full. The “Performance Goal” for this Agreement and the award of Restricted Stock Units hereunder shall be the Company achieving the Net Income (as defined below) target set forth on Appendix A for the year ending December 31, 20152017. The Performance Goal shall be deemed to be satisfied in the event a “Change in Control” (as defined in Section 4 hereof) shall occur prior to certification by the Compensation Committee of the financial results for the year ending December 31, 20152017. For purposes of this Agreement, “Net Income” shall be defined as “net income before extraordinary items” of the Company, which shall mean the consolidated net income of the Company during the fiscal year, as determined by the Compensation Committee in conformity with accounting principles generally accepted in the United States of America and contained in financial statements that are subject to an audit report of the Company's ’s independent public accounting firm, but excluding: (a) operating results of and/or losses associated with the write-down of assets of a subsidiary, business unit or division that has been designated by the Board of Directors as a discontinued business operation or to be liquidated; (b) gains or losses on the sale of any subsidiary, business unit or division, or the assets or business thereof; (c) gains or losses from the disposition of material capital assets (other than in a transaction described in clause (b)) or the refinancing of indebtedness, including, among other things, any make-whole payments and prepayment fees; (d) losses associated with the write-down of goodwill or other intangible assets of the Company due to the determination under applicable accounting standards that the assets have been impaired; (e) gains or losses from material property casualty occurrences or condemnation awards taking into account the proceeds paid by insurance companies and other third parties in connection with the casualty or condemnation; (f) any income statement effect resulting from a change in tax laws, accounting principles (including, without limitation, generally accepted accounting principles), regulations, or other laws regulations affecting reported results, except, in each case, to the extent the effect of such a change is already reflected in the target Net Income amount; (g) reorganization or restructuring charges and acquisition- or divestiture-related transaction expenses and costs; (h) any gains or losses from unusual nonrecurring or extraordinary items; (i) operating results of any entity or business acquired or disposed of during such year, except, in the case of an acquisition, to the extent such entity or business was included in the Company’s operating business plan for such year or, in the case of a disposition, to the extent such entity or business was not included in the Company’s operating business plan for such year; (j) any gain or loss resulting from currency fluctuations or translations as set forth in the Aegion Corporation Foreign Exchange Rate Policy for Annual Incentive Plan and Long Term Incentive Plan; (k) any other material income or loss item the realization of which is not directly attributable to the actions of current senior management of the Company; (g) any income statement effect resulting from a change in generally accepted accounting principles, except to the extent the effect of such a change is already reflected in the target Net Income amount; (h) restructuring charges and acquisition related transaction costs; and (il) the income taxes (benefits) of any of the above-designated gains or losses. In addition, Net Income shall exclude the operating results of any entity or business acquired during 2015, except to the extent such entity or business was included in the Company’s 2015 business plan. The Compensation Committee shall have final authority with respect to the determination of “Net Income” and, in exercising such authority, may consult with the Company’s independent auditor and/or Audit Committee as it deems necessary and advisable.