Performance Criteria

Performance Criteria. The performance criteria for Executive established annually by the Compensation Committee Chief Executive Officer in accordance with Paragraph 7B of this Agreement

Performance Criteria. The performance criteria for Executive established annually by the Compensation Committee Committee, after consultation with the CEO Committee, in accordance with Paragraph 7B of this Agreement

Performance Criteria. The performance criteria for Executive established annually by the Compensation Committee Committee, after consultation with the CEO Committee, in accordance with Paragraph 7B of this Agreement

Performance Criteria. Shall mean the The criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan pursuant to Section 12 of the Plan.

Performance Criteria. The criteria that the Administrator Committee selects for purposes of establishing the Performance Goal or Performance Goals for an Awardee a Holder for a Performance Period. The Performance Criteria that will be used to establish Performance Goals are limited to the following: earnings or net earnings (either before or after interest, taxes, depreciation and amortization), economic value-added, sales or revenue, income, net income (either before or after taxes), taxes and share-based... compensation), operating earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on capital, return on assets or net assets, return on stockholders' shareholders' equity, return on assets, return on capital, stockholder shareholder returns, return on sales, gross or net profit margin, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings per Share, share, price per Share, share, and market share, new products, customer penetration, technology and risk management, any of which may be measured either in absolute terms by comparison to comparable performance in an earlier period or as compared to any incremental increase periods, or as compared to results of a peer group. group, industry index, or other company or companies. The Adminstrator Committee shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period for such Awardee. Holder. View More

Performance Criteria. Means any Any of the following areas of performance of CSX, Markel, or any Subsidiary, any Foreign Affiliate, or any Affiliate: business unit or division thereof, on a consolidated or individual basis, or relative to any peer(s) or benchmark(s) selected by the Committee: underwriting loss ratio; underwriting combined ratio; expense ratio; book value; comprehensive income; investment return; return on invested capital (ROIC); free cash flow; value added (ROIC less cost of capital multiplied by... capital); total shareholder return; economic value added (net operating profit after tax less cost of capital); operating ratio; cost reduction (or limits on cost increases); debt to capitalization; debt to equity; earnings; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share (including or excluding nonrecurring items); earnings per share before extraordinary items; income from operations (including or excluding nonrecurring items); income from operations compared to capital spending; net income (including or excluding nonrecurring items, extraordinary items and/or the accumulative effect of accounting changes); net sales; price per share of Company Stock; return on assets; return on capital employed; return on equity; return on investment; return on sales; and sales volume. Any Performance Criteria may be used to measure the performance of CSX Markel as a whole or any Subsidiary, Foreign Affiliate, Affiliate or business unit or division of CSX. Markel. As determined by the Committee, Performance Criteria shall be derived from the financial statements of CSX, Markel, its Subsidiaries or affiliated entities prepared in accordance with generally accepted accounting principles applied on a consistent basis, or, for Performance Criteria that cannot be so derived, under a methodology established by the Committee prior to before the issuance of a Performance Grant that is consistently applied. applied View More

Performance Criteria. One or more pre-established, objective measures of performance by the Company during a Plan Year selected by the Committee in its discretion to determine whether an Annual MIP Bonus has been earned in whole or in part. Performance Criteria may be based on one or more of the following: the Company's consolidated revenues, MIP EBITDA, consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA"), ratio of MIP EBITDA to consolidated revenues ('MIP EBITDA Margin'), ("EBITDA... Margin"), earnings per share, or such other objective criteria as the Committee shall deem appropriate. Such Performance Criteria may be based on the Company's absolute performance under such measure for the year and/or upon a comparison of such performance with the performance of the Company in a prior period or the performance of a peer group of companies. The Performance Criteria and related Annual MIP Bonuses may also be based upon the Company's performance over either one or more Plan Years. View More

Performance Criteria. Such internal performance criteria for the Company or any business segment thereof as determined by the Committee with respect to each Performance Unit or Performance Share and may include any one or more of several criteria, such as, but not limited to, return on capital employed, return on assets or net assets, net sales, sales growth, sales cash flow, earnings per share or sales growth from new products, market share, cash flow or cash flow conversion, improvement in earnings per share,... return on equity, stock price, gross margin or income, margin, operating margin or income, margin, total shareholder return, stockholders' equity, retained earnings, economic value added, economic profit or improvements in economic profit (after-tax operating income, excluding non-recurring items, less the cost of capital), earnings before interest and taxes, EBITDA, operating income or improvement in operating income, improvements in certain asset or financial measures (including working capital, capital and the ratio of sales to net working capital and the ratio of debt to equity or to EBITDA), capital), reductions in certain asset or cost areas (including reductions in inventories or accounts receivable or reductions in laboratory, engineering, sales or administrative costs) or in debt, costs), net income or variations of income criteria in varying time periods, adjusted net income or improvement in adjusted net income, employee diversity, employee engagement or satisfaction, customer satisfaction, or general comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria. The criteria may measure performance on the basis of either the amount of a particular item during the Performance Period or on increases or decreases in the amount of such item during the Performance Period. Such criteria shall include a target for payment of the Performance Unit or Performance Share at full face value and upper and lower limits for the measurement of payment to Participants. View More

Performance Criteria. Such internal performance criteria for the Company or any business segment thereof as determined by the Committee with respect to each Performance Unit or Performance Share and may include any one or more of several criteria, such as, but not limited to, return on capital employed, return on assets or net assets, net sales, sales growth, sales cash flow, earnings per share or sales growth from new products, market share, cash flow or cash flow conversion, improvement in earnings per share,... return on equity, stock price, gross margin or income, margin, operating margin or income, margin, total shareholder return, stockholders' equity, retained earnings, economic value added, economic profit or improvements in economic profit (after-tax operating income, excluding non-recurring items, less the cost of capital), earnings before interest and taxes, EBITDA, operating income or improvement in operating income, improvements in certain asset or financial measures (including working capital, capital and the ratio of sales to net working capital and the ratio of debt to equity or to EBITDA), capital), reductions in certain asset or cost areas (including reductions in inventories or accounts receivable or reductions in laboratory, engineering, sales or administrative costs) or in debt, costs), net income or variations of income criteria in varying time periods, adjusted net income or improvement in adjusted net income, employee diversity, employee engagement or satisfaction, customer satisfaction, or general comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria. The criteria may measure performance on the basis of either the amount of a particular item during the Performance Period or on increases or decreases in the amount of such item during the Performance Period. Such criteria shall include a target for payment of the Performance Unit or Performance Share at full face value and upper and lower limits for the measurement of payment to Participants. View More

Performance Criteria. The criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (or Affiliate, division, business unit (and/or one or more subsidiaries, Affiliates, divisions or operational unit and/or business... units, product lines, brands, business segments, administrative departments or any combination of the Company) foregoing) and shall be limited to the following: (a) net earnings or net income (before or after taxes); (b) basic or diluted earnings per share (before or after taxes); (c) net revenue or net revenue growth; (d) gross revenue; (e) revenue or gross revenue growth, or gross profit or gross profit growth; (f) (e) net operating profit (before or after taxes); (g) (f) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales; (h) sales); (g) cash flow measures (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); (i) capital), which may but are not required to be measured on a per share basis; (h) earnings before or after taxes, interest, depreciation and/or amortization; (j) (i) gross or net operating margins; (k) improvements in capital structure; (l) budget and expense management; (m) (j) productivity ratios; (n) economic value added or other value added measurements; (o) (k) share price (including, but not limited to, growth measures and total shareholder stockholder return); (p) (l) expense targets; (q) margins; (r) targets or cost reduction goals; (m) general and administrative expense savings; (n) operating efficiency; (s) (o) objective measures of customer satisfaction; (p) working capital targets; (t) (q) measures of economic value added or other "value creation" metrics; (r) inventory control; (s) enterprise value; (t) customer retention; (u) safety record; and competitive market metrics; (v) employee retention; (w) timely completion of acquisitions new product rollouts; (x) timely launch of new facilities; (y) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business expansion. operations and meeting divisional or project budgets); (z) royalty income; (aa) same store sales (comparable sales), comparisons of continuing operations to other operations; (bb) market share; (cc) new store openings (gross or net), store remodelings; (dd) cost of capital, debt leverage year-end cash position or book value; (ee) strategic objectives, development of new product lines and related revenue, sales and margin targets, franchisee growth and retention, menu design and growth, co-branding or international operations; or (ii) any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criterion, or used on an absolute or relative basis to measure the performance of the Company Company, subsidiary and/or an Affiliate as a whole or any division, business unit divisions or operational unit and/or business units, product lines, brands, business segments, or administrative departments of the Company Company, subsidiary and/or an Affiliate or any combination thereof, as the Committee may deem appropriate, or as any of the above Performance Criteria may be compared to the performance of a group of comparable comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Committee may select Performance Criterion (o) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, if longer or shorter, longer, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period. In the event that applicable tax and/or securities laws change to permit the Committee discretion to alter the governing Performance Criteria without obtaining shareholder stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder stockholder approval. View More

Performance Criteria. Means the The one or more criteria that the Board Committee shall select for purposes of establishing the Performance Goals for a Performance Period. Plan Year. The Performance Criteria that shall be used to establish such Performance Goals may be based on any one of, or combination of, or any ratio between two or more of, the following: (i) earnings per share; (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization (EBITDA); ("EBITDA"); (ii) earnings before interest and taxes ("EBIT"); (iii) earnings before unusual or nonrecurring items; (iv) net earnings; (v) total stockholder return; earnings per share; (vi) return on equity; net income; (vii) return on assets, investment, or capital employed; gross profit margin; (viii) operating margin; (ix) gross margin; operating income; (x) net operating income; (xi) net income (before or after taxes); (xii) net operating income; (xiii) net operating income after tax; taxes; (xii) growth; (xiii) net worth; (xiv) pre- and after-tax income; (xv) pre-tax profit; (xvi) operating cash flow; (xvii) sales or revenue targets; (xviii) increases in revenue or product revenue; (xix) expenses and cost reduction goals; (xx) improvement in or attainment of expense levels; (xxi) improvement in or attainment of working capital levels; (xxii) economic value added (or an equivalent metric); (xxiii) market share; (xxiv) cash flow; (xxv) (xv) cash flow per share; (xxvi) share (xvi) total stockholder return; (xvii) return on capital; (xviii) stock price performance; (xix) revenues; (xx) costs; (xxi) working capital; (xxii) capital expenditures; (xxiii) changes in capital structure; (xxiv) economic value added; (xxv) industry indices; (xxvi) expenses and expense ratio management; (xxvii) debt reduction; (xxviii) profitability of an identifiable business unit or product; (xxix) levels of expense, cost or liability by category, operating unit or any other delineation; (xxx) implementation or completion of projects or processes; (xxix) customer satisfaction; (xxx) total stockholder return; (xxxi) stockholders' equity; contribution; (xxxii) average days sales outstanding; (xxxiii) new sales; and (xxxii) (xxxiv) to the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Board. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement. Committee. The Board Committee shall, in its sole discretion, define the manner of calculating the Performance Criteria it selects to use for such Performance Period. a Plan Year. View More

Performance Criteria. The criteria selected by the Committee to measure performance for a Plan Year or Plan Years based on any of the following: (i) growth in book value; (ii) total shareholder return; (iii) underwriting loss ratio; (iiiiv) (iii) underwriting combined ratio; (ivv) (iv) expense ratio; (vvi) (v) revenue growth; (vivii) (vi) comprehensive income; income and (vii)(viii) (vii) earnings before interest, taxes, depreciation and amortization (EBITDA) for any of the Company's non-insurance Subsidiaries,... divisions or business units; or (ix) any other performance criteria that the Committee may select in its discretion. units. Book value or any other Performance Criteria for purposes of a Performance Award may be increased or decreased by the Committee to reflect transactions not in the 1 ordinary course which may affect book valuesuch Performance Criteria, value, including but not limited to, share issuances or conversions, share repurchases, dividends, distributions or other transactions affecting book valuesuch Performance Criteria value View More

Performance Criteria. The Means, any of the general performance objectives, selected by the Committee from among the performance criteria upon which set forth below, either individually, alternatively or in any combination, applied to the Company as a whole or any Subsidiary, business unit, division, segment, product line, or function or any combination of the foregoing, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable, on an absolute... basis or relative to a pre-established target, to determine whether the performance criteria established by the Committee has been achieved. Performance Goals for a particular Performance Period are based, which Criteria, may include any of the following, or such other criteria as determined by the Committee in accordance with Section 5.2: (a)net following: (a) net earnings or net income (before or after taxes); (b)basic (b) basic or diluted earnings per share (before or after taxes); (c)net (c) net revenues or net revenue growth; (d)gross (d) gross revenue; (e)gross (e) gross profit or gross profit growth;(f)net growth; (f) net operating profit (before or after taxes); (g)return (g) return on assets, capital, invested capital, equity or sales;(h)cash sales; (h) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); 3 (i)earnings (i) earnings before or after taxes, interest, depreciation and/or amortization (including EBIT, EBITDA, or adjusted EBITDA);(j)gross amortization; (j) gross or operating margins; (k)improvements (k) improvements in capital structure; (l)budget (l) budget and expense management; (m)productivity ratios;(n)economic (m) productivity ratios; (n) economic value added or other value-added measurements;(o)share value added measurements; (o) share price (including, but not limited to, growth measures and total shareholder return);(p)expense targets;(q)margins; (r)operating return); (p) expense targets; (q) margins; (r) operating efficiency; (s)working (s) working capital targets; (t)enterprise (t) enterprise value; (u)safety (u) safety record; and(v)completion (v) completion of acquisitions or business expansion.Such Performance Criteria may relate to the performance of the Company as a whole, a business unit, division, department, individual or any combination of these expansion; and may be applied on an absolute basis and/or relative to one or more peer group companies or indices, or any combination thereof, as the Committee shall determine. (w) combined ratio View More