TSR Modifier. (a) The “TSR Modifier” shall be determined under the table below based on the TSR Percentile Rank (as defined below) of the Company: TSR Percentile Rank TSR Modifier less than 25% 75% 25% to 75% 100% more than 75% 125%
TSR Modifier. In addition to the Adjusted ROCE Goal, the Company’s Relative TSR for the Performance Period (the “TSR Modifier”) will also be measured. The TSR Modifier will reduce the Achievement Factor by 10 percentage points if the Company ranks in the bottom quartile. The resulting percentage is referred to as the “Payout Percentage.” For example: 110% Achievement Factor – 10% (Bottom Quartile TSR Performance) = 100% Payout Percentage
TSR Modifier. The Payout Percentage determined under the ROTCE Matrix may be further adjusted by applying the “TSR Modifier” as indicated below. TSR Modifier SunTrust TSR Rank - Percentile Payout Adjustment Above 75th + 20% Between 25th and 75th No Adjustment Below 25th - 20% The Committee shall make the following adjustments to the calculation of the TSR Rank or the composition of the Peer Group during the Performance Period as follows: (1) if a member of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Peer Group company will be moved to a position below the lowest ranked peer; (2) if a member of the Peer Group sells, spins-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company's total assets during the Performance Period, in which case it will be moved to a position below the lowest ranked peer; (3) if a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group; (4) if a member of the Peer Group is delisted on all major stock exchanges, such delisted company will be moved to a position below the lowest ranked peer; (5) to the extent that SunTrust and/or any member of the Peer Group split its stock or declare a distribution of shares, such company's TSR performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will moved to a position below the lowest ranked peer; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. The Committee shall calculate the beginning and ending TSR values based on the average of the closing prices of the applicable company's stock for the 20 trading days prior to and including the beginning or ending date, as applicable, of the Performance Period.
TSR Modifier. Any Performance-Based Shares which vest under this Award will be increased or decreased by ten percent (10%) as shown in the following table: Company's Percentile Rank (as determined below) Within Peer Group Modification of Vested Shares 75% and above + 10%* above 25% and below 75% no modification 25% and below -10% *Provided the Company’s absolute TSR is not negative Any fractional shares created by such modification of vested shares will be rounded down to the nearest whole share. The annual equivalent return (“AER”) of the TSR shall be calculated for the Company and each component company of the Peer Group over the Measurement Period. Each AER shall be ranked from highest to lowest. The percentile rank of the AER of the Company shall then be determined relative to the AER ranking of each component company in the Peer Group (the “Company’s Percentile Rank”). The Company’s Percentile Rank shall then be utilized, as shown in the table above, to determine the percentage, if any, of the modification of Performance-Based Shares that vested under this Award. The AER calculations shall be derived utilizing a calculation consistent with the annual equivalent return calculation employed by Bloomberg L.P.’s comparative total return (COMP) function as of the date of this Agreement. Performance-Based Shares that vest under this Award will not be modified upward if the Company’s absolute TSR is negative.
TSR Modifier. The Performance Units earned pursuant to the above shall be subsequently increased or decreased by up to 20% (the “TSR Modifier”) based on the Company’s Total Shareholder Return (“TSR”) relative to the TSR (“Relative TSR”) of the companies included in the KBW Regional Banking Index on January 18, 2024 (all such companies as of such date, excluding the Company, is the “KRX Index”) as measured over the period commencing on January 18, 2024 and ending on January 21, 2027 (such period, the TSR Measurement Performance Period”). TSR shall be calculated as follows: TSR = (Ending Stock Price – Beginning Stock Price) + Reinvested Dividends Beginning Stock Price
TSR Modifier. In order to determine the final number of Earned Shares to be issued to the Grantee, the Committee will apply a “TSR Modifier.” The “
TSR Modifier. In addition to the Absolute and Relative Goals, the Company’s Relative TSR for the Performance Period (the “TSR Modifier”) shall also be measured. The TSR Modifier shall increase or decrease the Achievement Factor by 15 percentage points depending on quartile performance. If the Company in the bottom quartile, the Achievement Factor will be reduced by 15 percentage points. If the Company is in the top quartile, the Achievement Factor will be increased by 15 percentage points. The resulting percentage is referred to as the “Payout Percentage.” In no event may the Payout Percentage be above 150%. If the TSR Modifier results in a Payout Percentage that is above 150%, the Payout Percentage will be reduced to 150%. For example: 110% Achievement Factor + 15% (Top Quartile TSR Performance) = 125% Payout Percentage
TSR Modifier. To determine the “Final Earned PSUs,” the Preliminary Earned PSUs (as determined in Section 3(a)) may be increased or decreased by up to 25% of the Target Award based on the Company’s Total Shareholder Return relative to the Total Shareholder Return of the Peer Group for the Performance Period in accordance with the following matrix: FCX TSR Rank Impact on Preliminary Earned PSUs 1-2 +25% 3-4 +12.5% 5 No Change 6-7 -12.5% 8-9 -25%
TSR Modifier. TSR Performance Level Percentage Points By Which TSR Modifier Will Modify Award Based on EPS Target Achieved Top 2 Ranking Increase by 25 Percentage Points to a maximum of 200% of the Award. Middle 4 Ranking No Modification Bottom 2 Ranking Decrease by 25 Percentage Points, except if EPS Target Achieved would yield between 150% and 200% of Award, then Award will be reduced on a sliding scale between 25 and 50 Percentage Points. ANNEX D ADMINISTRATIVE FEE Wyeth PSA # Shares Earned Fee 1,001 + $ 75 501-1,000 $ 40 101-500 $ 20 70-100 $ 5
TSR Modifier. The total number of PSUs that will become vested will range from 0 to 200% of the Target Number of PSUs and will equal the sum of the Target Number of EPS PSUs that are eligible to vest pursuant to paragraph 5(b)(2) plus the Target Number of FCF PSUs that are eligible to vest pursuant to paragraph 5(b)(3), as modified by Verizon’s TSR Modifier Percentage pursuant to this paragraph 5(b)(4). For example, if (a) the total number of PSUs that is eligible to become vested with reference to EPS under paragraph 5(b)(2) is 750 PSUs, (b) the total number of PSUs that is eligible to become vested with reference to FCF under paragraph 5(b)(3) is 750 PSUs, and (c) the Verizon TSR Modifier Percentage is 115% (which means that the Verizon TSR Percentile Ranking was the 65th percentile for the Award Cycle), 1,725 PSUs shall become vested under paragraph 5(b) (which is 750 PSUs + 750 PSUs, times 1.15 to reflect the Verizon TSR Modifier Percentage of 115%).
