Conditions to Award. Subject to the other terms and conditions of this Award Agreement and the Plan, you will be entitled to a payment in Shares with respect to your PSUs based on your Total Target Number of Shares set forth above and the Company’s performance during the above Performance Period with respect to the following performance measures - “Free Cash Flow” (“FCF”) and “Relative Total Shareholder Return versus the Xxxxxxx 2000” (“rTSR”), each as defined on Appendix A attached hereto and each a “Metric” for purposes of this Award Agreement. The actual number of Shares to be issued to you in payment of your PSUs will be determined by multiplying the Total Target Number of Shares listed above by the applicable FCF Multiplier and applicable rTSR Multiplier from the tables in this Section 2 (each a “Multiplier”). The applicable Multiplier for each Metric will be determined based on the level of the Company’s performance during the Performance Period relative to that Metric as set forth in the tables below. The precise extent to which the Company will have satisfied the Metrics, and any Shares will have been earned, will be determined by the Committee as soon as reasonably practicable following the close of the Performance Period and, to the extent reasonably practicable, will be calculated without regard to any change in applicable accounting standards after the grant of this Award. The Committee has the sole authority and discretion to determine the achievement level with respect to each Metric and the number of Shares earned at the end of the Performance Period. 1st (Top) Quartile 125% 2nd Quartile 100% 3rd Quartile 100% 4th (Bottom) Quartile 75% For the FCF Metric, the applicable Multiplier will be determined on an interpolated linear basis between (i) the Threshold 50% FCF Multiplier achievement level and Target 100% FCF Multiplier achievement level if Company actual performance falls between those two levels; or (ii) the Target 100% FCF Multiplier achievement level and the Maximum 200% FCF Multiplier achievement level if Company actual performance falls between those two levels. For purposes of determining relative achievement, actual results are to be rounded to the nearest tenth of one percent (0.1%) and rounded upward from the midpoint. The number of Shares to be issued upon payment and settlement of your PSUs is to be rounded to the nearest whole Share and rounded upward from the midpoint.
Conditions to Award. Pursuant to this Award, the number of Performance Awards earned will depend upon the Company’s performance against specific performance metrics. The performance metrics are (i) Relative Total Shareholder Return, which accounts for (# of) units of the total target award as set forth in section 1(c), and (ii) Cumulative Earnings Per Share (“CEPS”) which accounts for (# of) units of the total target award set forth in section 1(c). The total number of shares of Stock that will be issued in the settlement of this Award, based upon the Company’s satisfaction of the metrics, will be determined by multiplying the Target Number of units allocated for each metric set forth in this section 2 by the applicable Payout Factor in accordance with the provisions of Exhibit 1 and Exhibit 2, which is attached to and forms a part of this Agreement.
Conditions to Award. The award contemplated herein is conditioned upon the Participant executing this Agreement within 24 hours of the date hereof.
Conditions to Award. The Award contemplated herein is conditioned upon the Participant executing (i) this Agreement, (ii) the LLC Agreement, (iii) an election under Section 83(b) of the Code (attached hereto as Exhibit A.
Conditions to Award. Pursuant to this Award, you will be entitled to a payment based on your Total Target Number of Shares of Stock set forth above and the Company’s performance during the Performance Cycle with respect to (i) the Company’s average “Return on Invested Capital” (weighted at fifty percent (50%) of the Total Target Number of Shares of Stock); (ii) the Company’s “Cumulative Free Cash Flow from Continuing Operations” (weighted at twenty-five percent (25%) of the Total Target Number of Shares of Stock); and (iii) the Total Shareholder Return of the Company (compounded annually), relative to that of its Peers (weighted at twenty-five percent (25%) of the Total Target Number of Shares of Stock) (each a “metric” and collectively the “metrics”). The actual amount of such payment will be determined by multiplying the Total Target Number of Shares of Stock by the applicable Target Share Award Multiplier from the tables in this Section 2. The Target Share Award Multiplier for each metric will be determined based on the level of the Company’s performance during the Performance Cycle relative to that metric as set forth in the applicable table. The precise extent to which the Company will have satisfied the metrics, and any shares of Stock will have been earned, will be determined by the Management Development and Compensation Committee of the Company’s Board (the “Committee”) as soon as practicable following the close of the Performance Cycle and, to the extent reasonably practicable, will be calculated without regard to any change in applicable accounting standards or tax statutes after the grant of this Award.
Conditions to Award. If you desire to accept the Restricted Stock award, you must acknowledge your acceptance and receipt of this Restricted Stock Agreement by simultaneously signing the enclosed copy of this Restricted Stock Agreement in the space provided and returning each to the Corporation. For your acceptance to be effective and for the award to be enforceable, you must return your signed acknowledgment. If the signed Restricted Stock Agreement are not received within 5 business days of the date of this Restricted Stock Agreement, this Restricted Stock award will be void and of no effect. Upon receipt of a signed copy of this Restricted Stock Agreement the Corporation will issue a certificate in your name for the shares; however the Corporation will maintain custody of the shares until the Restricted Period ends or the shares are forfeited.
Conditions to Award. Pursuant to this Award, you will be entitled to payment as follows: (i) up to [ ] percent ([ ]%) of the Total Target Number of Shares of Stock set forth above based on the Company’s [performance metric] over the Performance Cycle; (ii) up to [ ] percent ([ ]%) of the Total Target Number of Shares of Stock set forth above based on the Company’s [performance metric] over the Performance Cycle; and (iii) up to [ ] percent ([ ]%) of the Total Target Number of Shares of Stock set forth above based on the Company’s [performance metric] over the Performance Cycle (each a “metric” and collectively the “metrics”). The precise extent to which the Company will have satisfied the metrics, and any shares of Stock will have been earned, will be determined by the Management Development and Compensation Committee of the Company’s Board of Directors (the “Committee”) as soon as practicable following the close of the Performance Cycle. The total number of shares of Stock that will be issued in the settlement of this Award, based upon the Company’s satisfaction of the metrics, will be determined by multiplying the Total Target Number of Shares of Stock by the applicable Target Share Award Multiplier, from the following tables: Maximum [ ]% [ ] Target [ ]% [ ] Threshold [ ]% [ ] Maximum [ ]% [ ] Target [ ]% [ ] Threshold [ ]% [ ] Maximum [ ]% [ ] Target [ ]% [ ] Threshold [ ]% [ ] “[Performance Metric]” is defined as [ ].
Conditions to Award. The award of Restricted Shares to Employee is conditioned upon Employee, concurrently with the execution of this Agreement, delivering to the Company: (1) if requested by the Company, a duly signed stock power, endorsed in blank, relating to the Restricted Shares as required under Section 2.6 hereof; (2) a Shareholder Agreement duly signed by the Employee; (3) a duly signed Section 83(b) Election under the Code, but only if the Employee, in his or her sole discretion, intends to make such election; and (4) such other documents or agreements as the Company may request.
Conditions to Award. If you desire to accept the Restricted Stock award, you must acknowledge your acceptance and receipt of this Award Agreement by simultaneously signing the enclosed copy of this Award Agreement in the space provided and the Employment Agreement and returning each to Ms. Angela Toppi, Executive Vice President and Secretary, Trans-Lux Xxxxxxxxxxx, 26 Pearl Street, Norwalk, CT 06850. For your acceptance to be effexxxxx xxx xxx xxx xxxxx xx xx xxxxrceable, you must return your signed acknowledgment and the Employment Agreement. If the signed Award Letter and Employment Agreement are not received by February 18, 2010, this Restricted Stock award will be void and of no effect. Upon receipt of a signed copy of this Award Agreement and Employment Agreement the Corporation will issue a certificate in your name for the shares; however the Corporation will maintain custody of the shares until the Restricted Period ends or the shares are forfeited.
Conditions to Award. Pursuant to this Award, you will be entitled to payment as follows: (i) up to fifty percent (50%) of the Total Target Number of Shares of Stock set forth above based on the Company’s cumulative “free cash flow” over the Performance Cycle; (ii) up to twenty-five percent (25%) of the Total Target Number of Shares of Stock set forth above based on the total return to the Company’s shareholders (compounded annually), relative to that of its “peers,” over the Performance Cycle; and (iii) up to twenty-five percent (25%) of the Total Target Number of Shares of Stock set forth above based on the Company’s average “return on invested capital” over the Performance Cycle (each a “metric” and collectively the “metrics”). The precise extent to which the Company will have satisfied the metrics, and any shares of Stock will have been earned, will be determined by the Management Development and Compensation Committee of the Company’s Board of Directors (the “Committee”) as soon as practicable following the close of the Performance Cycle. The total number of shares of Stock that will be issued in the settlement of this Award, based upon the Company’s satisfaction of the metrics, will be determined by multiplying the Total Target Number of Shares of Stock by the applicable Target Share Award Multiplier, from the following tables: Maximum 1.000 Target 0.375 Threshold No Award Maximum 0.500 Target 0.250 Threshold 0.125 Maximum 0.500 Target 0.188 Threshold No Award * If ROIC for the third year of the Performance Cycle is not higher than the average ROIC over the three-year Performance Cycle, then the ROIC for the third year of the Performance Cycle will be deemed to be the average over the three-year period for purposes of determining the Company’s satisfaction of this metric.
