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.
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.
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.
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 20_____ [last vesting date], June 30, 20_____ [one-year anniversary of the last vesting date]) (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.
Catch-Up Vesting. Notwithstanding the foregoing, the Performance Options which fail to become vested in accordance with Section 2.1(b)(i) shall otherwise be eligible to become vested in accordance with this Section 2.1(b)(ii) as follows:
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.
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.
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%.
Catch-Up Vesting. Except as provided below, the Performance Options which would otherwise fail to become vested and exercisable in accordance with Section 2.2(a) shall be eligible for vesting in accordance with this Section 2.2(b).
Catch-Up Vesting. If, in respect of any fiscal year 2011-2013, Adjusted EBITDA is at least equal to the Level II Target for such year and the Cumulative Adjusted EBITDA for such fiscal year is at least equal to the Cumulative Level II Target for such year (each such fiscal year, a “Catch-Up Year”), then the portion, if any, of the Installment for the immediately preceding fiscal year that did not become Vested pursuant to Section 2(b) (such portion, the “Missed Portion”), shall be eligible to become Vested in accordance with this Section 2(c). To the extent that the Level II Target for the relevant Catch-Up Year is exceeded but the Level III Target is not achieved, the amount, in dollars, by which Adjusted EBITDA for such fiscal year exceeds the Level II Target for that fiscal year shall be added to the Adjusted EBITDA for the immediately preceding fiscal year for purposes of determining the portion of the Missed Portion (if any) that shall become Vested as of the Measurement Date for the Catch-Up Year. To the extent that the Level III Target for the relevant Catch-Up Year is exceeded, the amount, in dollars, by which Adjusted EBITDA for such fiscal year exceeds the Level III Target 1 For employees who are not parties to employment agreements, insert “Plan”. for that fiscal year shall be added to the Adjusted EBITDA for the immediately preceding fiscal year for purposes of determining the Missed Portion (if any) that shall become Vested as of the Measurement Date for the Catch-Up Year. To the extent the addition to Adjusted EBITDA for the immediately preceding fiscal year of any amount determined in accordance with this Section 2(c) would result in the satisfaction of one or more Targets that had not been satisfied under Section 2(b) with respect to the immediately preceding fiscal year, the Missed Portion (or portion thereof) that would have Vested if such Target(s) had been met for such fiscal year shall Vest as of the Measurement Date for the Catch-Up Year.
