Shareholder Return Sample Clauses
Shareholder Return. The Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Committee shall determine whether any significant element(s) shall be included in or excluded from the calculation of any Performance Goal with respect to any Participant. “Determination Date” means the latest possible date that will not jeopardize an Award’s qualification as performance-based compensation under section 162(m) of the Code. Notwithstanding the previous sentence, for Awards not intended to qualify as performance-based compensation, “Determination Date” shall mean such date as the Committee may determine in its discretion.
Shareholder Return. Notwithstanding the foregoing, if there is a negative shareholder return for the one- and three-year period ending with respect to a particular Measuring Year, then the maximum Payout Percentage determined under Section 3(c)(iii) shall not exceed 100%. For purposes of this limitation, a negative one-year shareholder return shall exist if the difference between the Average Closing Price (i) for the Measuring Year, and (ii) for the Company’s fiscal year ending immediately prior to the Measuring Year, is a negative number, and a negative three-year shareholder return will exist if the difference between the Average Closing Price (i) for the Measuring Year, and (ii) for the Company’s fiscal year ending three years prior to the Measuring Year, is a negative number. Any cash dividend paid with respect to a Share in the Measuring Year which exceeds the cash dividend paid in the prior fiscal years measured under this subparagraph, will be added to the Average Closing Price (resulting in a deemed higher price) in each clause (i) in the preceding sentence.