Catch-Up Vesting Sample Clauses

Catch-Up Vesting. Except as provided below, the Performance Option subject to EBITDA Vesting which would otherwise fail to become vested and exercisable in accordance with Section 2.2(a)(i) shall be eligible for vesting in accordance with this Section 2.2(b). If EBITDA for the Applicable Year is less than the EBITDA Target for such Applicable Year but at least 90% of the EBITDA Target for such Applicable Year (the “EBITDA Missed Year”), that portion of the Performance Option that was subject to EBITDA Vesting with respect to the EBITDA Missed Year shall become exercisable on the June 30 following the first Fiscal Year or second Fiscal Year thereafter, (or in the event the EBITDA Missed Year is Fiscal Year 2016, June 30, 2017) (any such year, the “EBITDA Cumulative Catch Up Year”) if, on such date (or, if the audited financial statements for the Company have not been finalized by such date, within 30 days thereafter), the Administrator determines that in the EBITDA Cumulative Catch Up Year: (i) EBITDA equals or exceeds the EBITDA Target for the EBITDA Cumulative Catch Up Year; and (ii) the Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for the EBITDA Cumulative Catch Up Year, and any Performance Option subject to EBITDA Vesting that does not vest as of June 30 of the Fiscal Year after the final EBITDA Cumulative Catch Up Year with respect to such Option shall terminate and shall not become exercisable.
Sample 1See All (5)
AutoNDA by SimpleDocs
Catch-Up Vesting. Notwithstanding anything to the contrary in Section 3(b), if the Participant does not earn a tranche of Performance-Based Restricted Stock Units for a Performance Period because the Performance Goal was not met (the difference between $100,000,000 and the actual amount of EBITDA generated by the Company during such Performance Period, the “Shortfall”), such unearned tranche shall be earned and vested on the last day of the Catch-Up Period (as defined below) if during the Catch-Up Period the Company generates EBITDA that exceeds $100,000,000 by at least the amount of the Shortfall. “Catch-Up Period” means the Performance Period immediately following the Performance Period for which the Performance Goal was not met or, for the fourth Performance Period, the one-year period immediately following the fourth Performance Period.
Sample 1Sample 2
Catch-Up Vesting. Notwithstanding anything to the contrary in Section 3(b), if a tranche of Performance-Based Options for a Performance Period does not vest because the Performance Goal was not met (the difference between $100,000,000 and the actual amount of EBITDA generated by the Company during such Performance Period, the “Shortfall”), such unvested tranche shall vest on the last day of the Catch-Up Period (as defined below) if during the Catch-Up Period the Company generates EBITDA that exceeds $100,000,000 by at least the amount of the Shortfall. “Catch-Up Period” means the Performance Period immediately following the Performance Period for which the Performance Goal was not met or, for the fourth Performance Period, the one-year period immediately following the fourth Performance Period.
Sample 1Sample 2
Catch-Up Vesting. Any Class C Units that fail to vest as of December 31 of the first fiscal year in which such Class C Units were eligible to vest under Section 2.1(a) (the “Original Vesting Year”) as a result of the EBITDA Target for such fiscal year not being achieved shall vest as of December 31 of the next succeeding fiscal year (the “Catch-Up Year”) if the Company’s EBITDA for such next succeeding fiscal year equals or exceeds the EBITDA Target for such year; provided that, this Section 2.1(b) shall not apply to any Class C Units that fail to vest as of December 31, 2010 as a result of the EBITDA Target not being achieved for the fiscal year ending December 31, 2010. No Class C Units that fail to vest as of December 31 of the Catch-Up Year immediately following the Original Vesting Year shall thereafter vest in any subsequent Catch-Up Year or otherwise.
Sample 1Sample 2
Catch-Up Vesting. (a) if less than 5,000 Shares have Vested in Performance Year 2005 under Section 3.1 above, and (i) the sum of the EBIT for Performance Years 2005 and 2006 is at least equal to the sum of the Performance Targets for those two years or (ii) the sum of the EBIT for Performance Years 2005, 2006 and 2007 is at least equal to the sum of the Performance Targets for those three years – then the number of Vested Shares for Performance Year 2005 shall be 5,000. (b) if less than 5,000 Shares have Vested in Performance Year 2005 under Section 3.1 above, and (i) the sum of the EBIT for Performance Years 2005 and 2006 is less than 100% but equal to or greater than 90% of the sum of the Performance Targets for those two years or (ii) the sum of the EBIT for Performance Years 2005, 2006 and 2007 is less than 100% but equal to or greater than 90% of the sum of the Performance Targets for those three years – then the number of Vested Shares for Performance Year 2005 shall be 2,500. (c) if less than 5,000 Shares have Vested in Performance Year 2006 under Section 3.1 above, and the sum of the EBIT for Performance Years 2006 and 2007 is at least equal to the sum of the Performance Targets for those two years, then the number of Vested Shares for Performance Year 2006 shall be 5,000. (d) if less than 5,000 Shares have Vested in Performance Year 2006 under Section 3.1 above, and the sum of the EBIT for Performance Years 2006 and 2007 is less than 100% but equal to or greater than 90% of the sum of the Performance Targets for those two years, then the number of Vested Shares for Performance Year 2006 shall be 2,500.
Sample 1
Catch-Up Vesting. The number of Purchased Shares that will vest pursuant to this Section 4.2 on any Measurement Date (determined without duplication for Purchased Shares that previously vested pursuant to Section 4.1 or this Section 4.2) shall be the product of (i) 50% of the total number of Purchased Shares and (ii) (A) 0% if the Multiple of Money on such Measurement Date is 1.5 or less, (B) 36.2% if the Multiple of Money on such Measurement Date is at least 2 and less than 3 and (C) 100% if the Multiple of Money on such Measurement Date is at least 3. In the event the Multiple of Money is between 1.5 and 2 or between 2 and 3 on the applicable Measurement Date, the amount of additional vesting shall be determined using straight line interpolation. For example, if the Multiple of Money on a Measurement Date were to be 1.75, the additional number of Purchased Shares that would vest on such Measurement Date (without duplication for any shares that previously vested due to achievement of a Multiple of Money of 1.75 or less) would be 18.1%.
Sample 1
Catch-Up Vesting. Subject to Participant’s continued status as a Service Provider on the vesting date and Section 2.5 below, any LTIP Units that fail to vest as of a Measurement Date(s) with respect to a Performance Period(s) as a result of the TSR Hurdle for such Performance Period(s) not being achieved shall be eligible to vest at the end of the next Performance Period and the end of subsequent Performance Periods, and shall vest as of the next or subsequent applicable Measurement Date if the Company achieves a simple annual TSR for the period beginning on the first day of the Performance Period with respect to which such LTIP Units were initially eligible to vest and ending on the Measurement Date of such subsequent Performance Period(s) (such period, a “Catch-Up Performance Period”) that equals or exceeds the TSR Hurdle.
Sample 1
AutoNDA by SimpleDocs
Catch-Up Vesting. In the event that fewer than 100% of the Shares in any of Vesting Tranches 1, 2, and 3 vest as of the Initial Vesting Date for such Vesting Tranche, the unvested Shares in any such Vesting Tranche shall nevertheless remain eligible to vest as of each yearly anniversary of the applicable Initial Vesting Date (each, a “Subsequent Vesting Date”) based upon the Percentile Rank through such Subsequent Vesting Date (in each case calculated using April 1, 2011, as the Reference Date). The number of such Shares in a given Vesting Tranche that vest as of any such Subsequent Vesting Date shall equal (x) the product of (i) the total number of Shares in such Vesting Tranche multiplied by (ii) the Vesting Percentage reduced by (y) the total number of Shares in such Vesting Tranche that have vested prior to such Subsequent Vesting Date, rounded down to the nearest whole Share.
Sample 1
Catch-Up Vesting 
Sample 1Sample 2

Related to Catch-Up Vesting

  • Time Vesting Subject to Sections 5(b) and 6 below, the RSUs will vest and become nonforfeitable in accordance with and subject to the time vesting schedule set forth on Exhibit A attached hereto, subject to the Participant’s continued status as a Service Provider through each applicable vesting date.

  • Equity Vesting All of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

  • Stock Vesting Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the Company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years.

  • Performance Vesting Within sixty (60) days following the completion of the Performance Period, the Plan Administrator shall determine the applicable number of Performance Shares in accordance with the provisions of the Award Notice and Schedule I attached thereto.

  • Regular Vesting Except as otherwise provided in the Plan or in this Section 2, your RSUs will vest ratably in three (3) equal annual increments commencing on the first anniversary of the Date of Grant.

  • Normal Vesting Subject to the Plan and this Agreement, if the Participant has been in Continuous Employment through the Vesting Date as set forth in Section 1, then the RSUs subject to such Vesting Date will become nonforfeitable (“Vest” or similar terms).

  • Time-Based Vesting Fifty Percent (50%) of the Executive Stock shall vest on each date set forth below (each, a "Vesting Date") as to that number of shares of the Executive Stock set forth opposite such Vesting Date: Vesting Date No. of shares of Executive Stock ------------ -------------------------------- On the first anniversary of the Effective 12.5% of the Executive Stock Date After the first anniversary of the Effective An additional 1.0417% of the Executive Stock Date through the fourth anniversary of the on the first day of each calendar month after the Effective Date first anniversary of the Effective Date until 50% of the Executive Stock is vested

  • Accelerated Vesting (a) Immediately prior to the effective date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Payment after Vesting Any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!