Payout Level

Payout Level. The actual number of Shares to which the Participant may become entitled based on the extent to which the Performance Criteria have been achieved, as determined and certified by the Committee following the Vesting Date. The Payout Level shall be calculated by multiplying the Target Number of Restricted Stock Units by a percentage ranging from 0% to 150% as set forth in Exhibit A hereto; provided, however, that (i) in the event a Change in Control occurs during the Performance Period: (A) the... three-year Performance Period shall be deemed to end on the last day of the calendar quarter ending prior to the Change in Control; and (B) the Payout Level shall be based on the extent to which the Performance Criteria were achieved for such abbreviated period as determined and certified by the Committee; and (ii) for purposes of Section 3(b) below, the Payout Level shall be based on the extent to which the Performance Criteria were achieved, as determined and certified by the Committee, based on (A) actual performance through the most recently completed calendar quarter prior to the date of death or Disability, or (B) the Payout Level determined in clause 1(c)(i) above if a Change in Control occurs prior to the date of death or Disability View More