Catch-Up. On the fourth Measurement Date, in addition to the vesting provided in subsection (A) above, the Eligible Performance Units for all prior Measurement Years that have not previously vested due to the Company's failure to meet any annual EBITDA target as of such date (collectively, the "Missed Performance Units") shall be eligible for "catch-up" vesting. Such "catch-up" vesting shall occur if the cumulative EBITDA target set forth above in the column for Measurement Year 2008 (which represents the cumulative EBITDA target for Measurement Years 2005 through 2008) is met; provided, that (a) at least 90% of the annual EBITDA target for Measurement Year 2008 is met and (b) the actual EBITDA for Measurement Year 2008 exceeds the actual EBITDA for Measurement Year 2007 (collectively, the "Catch-Up Targets"). If 90% of the cumulative EBITDA target for Measurement Years 2005 through 2008 is met, then 50% of the Missed Performance Units shall become Vested Units. If over 90% of the cumulative EBITDA target for Measurement Years 2005 through 2008 is met, then a number of Missed Performance Units will become Vested Units, determined on a straight line basis such that an additional 5% of the Missed Performance Units will become Vested Units for each 1% that actual cumulative EBITDA exceeds 90% of the cumulative EBITDA target for Measurement Years 2005 through 2008.
Catch-Up. An employee with at least the equivalent of 15 years of full time service with the Colleges may “catch up” by contributing up to $3,000 each year above the General Limit towards the Life Time Catch-Up Limit of $15,000. Proof of eligibility from TIAA-CREF will be required.
Catch-Up. Notwithstanding the foregoing, subject to the Participant’s continued Employment through the applicable vesting date, if the portion of the EBITDA Option that is scheduled to vest in respect of a given Fiscal Year does not vest because the EBITDA Goal is not achieved or exceeded in respect of such Fiscal Year (any such Fiscal Year, a “Missed Year”), then the portion of the EBITDA Option that was eligible to vest but failed to vest due to the failure to achieve or exceed the EBITDA Goal in such Missed Year shall nevertheless vest and become exercisable if and when the Cumulative EBITDA Goal set forth on Schedule B for any completed Fiscal Year that is subsequent to any Missed Year (any such Fiscal Year, an “Achieved Year”) is achieved or exceeded, with vesting to occur on the EBITDA Option Performance Vesting Date that occurs immediately following the last day of the Achieved Year. Such EBITDA Goals shall be adjusted in good faith to reflect acquisitions, divestitures and other similar corporate transactions that would affect the EBITDA Goals.
Catch-Up. Notwithstanding the foregoing and subject to the Participant’s continued Employment with the Company or one of its Affiliates, if Actual EBITDA and Actual FCF do not exceed the applicable Target EBITDA and Target FCF respectively with respect to fiscal years 1 or 2 (a “Missed Year”) but the sum of the Actual EBITDA or Actual FCF for the Missed Year and the subsequent fiscal year (the “Excess Year”) equals or exceeds the sum of the applicable Target EBITDA or Target FCF for such Missed Year and Excess Year, then the EBITDA and FCF Restricted Stock Units and the EBITDA and FCF Cash Performance Units shall become earned with respect to one-sixth (1/6) the Shares subject to the applicable Performance Target in respect of such Missed Year and with respect to one-sixth (1/6) the Shares and Units subject to the applicable Performance Target in respect of such Excess Year.
Catch-Up. Notwithstanding the foregoing vesting provisions set forth in Section 3(b)(i), if Actual EBITDA does not equal or exceed the applicable Target EBITDA with respect to any of fiscal years 2007 through 2009 (a “Missed Year”), then, the EBITDA Performance Option may nevertheless vest and become exercisable with respect to the Shares subject to the EBITDA Performance Option in respect of such Missed Year as follows:
(A) If the Actual EBITDA for any of the fiscal years ending December 31, 2007 through December 31, 2009 exceeds the Target EBITDA for such fiscal year (an “Excess Year”) and the Participant remains employed with the Company and its Affiliates through the Performance Vesting Date applicable to such Excess Year (i.e., following the end of such Excess Year), then an amount equal to the excess of the Actual EBITDA for such Excess Year over the Target EBITDA for such Excess Year shall be credited to a notional account for that Excess Year (an “Excess Account”).
(B) Any amounts in an Excess Account shall be applied to any previous or subsequent Missed Year(s) (with application to the earliest Missed Year(s) first). If the sum of the Actual EBITDA for any Missed Year, when supplemented with amounts allocated to the Missed Year from the Excess Account equals or exceeds the applicable Performance Target for such Missed Year, then the EBITDA Performance Option shall vest and become exercisable with respect to the Shares subject to the EBITDA Performance Option in respect of such Missed Year and the amounts so allocated to the Missed Year from the Excess Account shall be debited from the Excess Account. Notwithstanding the foregoing, if the fiscal year ending December 31, 2009 is a Missed Year, no more than $20 million may be credited from an Excess Account for such fiscal year.
Catch-Up. No Executive will be entitled to receive any amounts distributed in respect of his Incentive Securities (including by way of redemption or repurchase of securities) until such time as they have vested in accordance with this Agreement. In the event that the Company has made any distributions with respect to its Ordinary Shares prior to an Executive’s (including by way of redemption or repurchase of securities):
(A) Time Vesting Incentive Securities becoming Vested Securities, if and when such Time Vesting Incentive Securities become Vested Securities, the Company shall pay to such Executive the Catch up Amount in respect thereof; and
(B) Performance Vesting Incentive Securities becoming Vested Securities, if and when such Performance Vesting Incentive Securities become Vested Securities in accordance with Section 2(f) below, the Company will pay to such Executive the Catch up Amount in respect thereof.
Catch-Up. Notwithstanding the foregoing and subject to the Participant’s continued employment with the Company and its Affiliates, if a Performance Actual does not exceed the applicable Performance Target with respect to fiscal years 1 and 2 (a “Missed Year”) but the sum of the Performance Actuals for the Missed Year and the subsequent fiscal year (the “Excess Year”) equals or exceeds the sum of the applicable Performance Targets for such Missed Year and Excess Year, then the Restricted Stock Unit shall become earned with respect to one-half (1/2) the Shares subject to the applicable Performance Target in respect of such Missed Year.
Catch-Up. Notwithstanding the foregoing and subject to the Participant’s continued Employment with the Company and its Affiliates, if the annual performance targets for a calendar year during the Performance Period are not achieved (a “Missed Year”), the Board shall provide that the Shares subject to the Operating Performance Option that were eligible to vest and become exercisable in such Missed Year shall vest and become exercisable on the February 15 following the end of the subsequent calendar year through and including calendar year 2008 that the cumulative annual performance targets for the Missed Year and the subsequent calendar year are achieved.
Catch-Up. Notwithstanding the foregoing and subject to the Participant’s continued Employment with the Company and its Affiliates, if, on December 31, 2008, the cumulative Performance Target for a Performance Option has been achieved for the period commencing with the year ending on December 31, 2005 through the year ending on December 31, 2008, then such Performance Option shall immediately become one hundred percent (100%) vested and exercisable. In addition, (x) if Blackstone sells ninety percent (90%) of its equity interest in the Company prior to December 31, 2008 or (y) upon the occurrence of a Change of Control, the portion of a Performance Option that was eligible to, but did not, vest on an Accelerated Vesting Date that occurred prior to such event shall vest to the extent that the cumulative Performance Target for such Performance Option was achieved for the period commencing with the year ending on December 31, 2005 through the year ending on the Accelerated Vesting Date immediately prior to such event.
Catch-Up. Notwithstanding Section 2(b)(i) hereof, subject to the Optionee’s continued employment with the Company and its Affiliates and except as may otherwise be provided in Section 2(d) hereof, the Performance Options scheduled to vest with respect to any prior fiscal year that failed to vest pursuant to Section 2(b)(i) hereof because the Performance Goal for that fiscal year was not attained, shall vest and become exercisable on the Determination Date for a later fiscal year if and only if the Committee determines that the Company has achieved the cumulative performance goal set forth on Exhibit A attached hereto through the end of such fiscal year (the “Cumulative Performance Goal”).
