Acceleration of Performance Based Awards Sample Clauses

Acceleration of Performance Based Awards. Subject to the provisions of this Employment Agreement, in the event of your Separation following the Effective Date due to a termination of your employment by the Company without Cause or your resignation of employment with the Company for Good Reason, then that portion of your Eligible Shares that constitute Earned Shares will immediately vest and, if applicable, settle in accordance with the applicable agreement evidencing your Performance Based Awards and the Company’s 2010 Equity Incentive Plan on the first business day following expiration of the Release Period. For purposes of this paragraph, “Eligible Shares” mean those shares subject to your Performance Based Awards that are eligible to be earned through completion of the applicable performance year (within the applicable performance period) in which your Separation occurs (or if the Performance Based Award has a multi-year performance period without individual performance years, then the shares eligible to be earned under such Performance Based Award shall be appropriately adjusted by a fraction equal to the number of full years within the performance period that have been completed through the year in which your Separation occurs (with partial years being rounded up) divided by the number of years in the multi-year performance period) and “Earned Shares” are those Eligible Shares determined to have been “earned” based on evaluation of the achievement of applicable performance goals or factors (such as total shareholder return) set forth in the applicable agreement evidencing your Performance Based Awards through your Separation or, if the applicable performance period ends prior to your Separation, through the end of such performance period, as determined by the Company. For example, in the case of the Performance- Based Restricted Stock Unit Award granted to you on March 25, 2016 (the “2016 PRSU”), if your employment is terminated by the Company without Cause or you terminate employment for Good Reason (i) in month 20 of the 36 month performance period and (ii) the Company’s relative TSR (within the meaning of such term in the 2016 PRSU) over the period, January 1, 2016 through the date of your Separation, is at the 25th percentile of the S&P SmallCap 600 for the same period, then (i) the “Target Long Term Incentive Grant” (as defined in the 2016 PRSU) would be adjusted to represent two-thirds of its original value, or 66,142 shares (i.e., 99,213 multiplied by 2/3), because under the provisions...
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Related to Acceleration of Performance Based Awards

  • Payment of Performance Shares Payment of any Performance Shares that become earned as set forth herein will be made in the form of Common Shares, in cash, or in a combination of the two, as determined in the sole discretion of the Committee. Payment will be made as soon as practicable after the receipt of audited financial statements of the Corporation relating to the last fiscal year of the Performance Period and with respect to Covered Employees, the determination by the Committee of the level of attainment of the Management Objectives. Performance Shares will be forfeited if they are not earned at the end of the Performance Period and, except as otherwise provided in this Agreement, if the Grantee ceases to be employed by the Corporation or a Subsidiary at any time prior to such shares becoming earned.

  • Performance-Based Vesting At the end of each Measurement Year, on the Measurement Date, the percentage of Shares set forth above shall be eligible to vest (the "Eligible Shares"). On each Measurement Date, 50% of the Eligible Shares shall become Vested Shares if at least 90% of the Target EBITDA amount was met for the prior Measurement Year. If more than 90% of the Target EBITDA amount was met for the prior Measurement Year, then the Eligible Shares shall become Vested Shares on a straight line basis such that an additional 5% of Eligible Shares shall become Vested Shares for each 1% that actual Consolidated Adjusted EBITDA exceeds 90% of the Target EBITDA amount.

  • Vesting of Performance Shares As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment.

  • Grant of Performance Units Capital One hereby grants to you an award of Units with a Target Award, as indicated on the Grant Notice. The maximum payout for this award is 150% of the Target Award plus accrued dividends pursuant to Section 6. The Units shall vest and the underlying shares of common stock of Capital One, $.01 par value per share (such underlying shares, the “Shares”), shall be issuable only in accordance with the provisions of this Agreement and the Plan.

  • Grant of Performance Stock Units Subject to the terms of this Agreement, and the Incentive Plan, effective as of the Grant Date the Participant is hereby granted [Number] Performance Stock Units (the “Target Performance Units”). This Award contains the right to dividend equivalents (“Dividend Equivalents”) with respect to Earned Performance Units (as defined in Section 3(a)) as described in Section 4. Each Performance Stock Unit awarded hereunder shall become earned and vested as described in Section 3 and each Earned Performance Unit (and associated Earned Dividend Equivalents thereon as described in Section 4) shall be settled in accordance with Section 5.

  • Grant of Performance Share Units The Company hereby grants to the Participant the Target Number of PSUs Granted, effective as of the Date of Award and subject to the terms and conditions of the Plan and this Award Agreement. Each PSU represents the unsecured right to receive a number of Shares, if any, in accordance with the terms and conditions of this Award Agreement. The Participant shall not be required to pay any additional consideration for the issuance of the Shares, if any, upon settlement of the PSUs.

  • Grant of Performance Shares Pursuant to the provisions of the Plan and this Agreement, the Company on the Grant Date has granted and hereby evidences the grant to the Participant, subject to the terms and conditions set forth herein, in the Plan and the Addendum with Additional Country Specific Terms and Conditions attached as Exhibit A, all of which are made part of this Agreement, an award of <shares_awarded> Performance Shares (this “Award”).

  • Award of Performance Stock Units The Company hereby grants to you, effective as of the Grant Date, an Award of Performance Stock Units for that number of Performance Stock Units communicated to you and set forth in the Company’s records (the “PSUs”), on the terms and conditions set forth in such communication, this Agreement and the Plan. Each PSU represents the right to receive one share of Stock, subject to the terms and conditions set forth herein.

  • Award of Performance Shares Subject to all terms and conditions of the Plan and this Agreement, the Company has awarded to the Employee on the date indicated on the Award Summary the number of Performance Shares (individually, the “PS”) as shown on the Award Summary. Notwithstanding anything herein to the contrary, only active Employees and those Employees on Short Term Disability Leave, Social Service Leave, Family Medical Leave or Paid Uniform Services Leave (pursuant to the Company’s Human Resources Policies) on the effective date of the award as shown on the Award Summary shall be eligible to receive the award.

  • Equity-Based Awards For each calendar year during the Term, the Executive shall be eligible to participate in and receive equity-based awards under the Company’s 2014 Stock Incentive Plan, and any and all successor or replacement plans as may be determined by the Board or the Committee (collectively, “Incentive Plan”).

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