Earned and Vested Performance Share Units Sample Clauses
The "Earned and Vested Performance Share Units" clause defines when and how performance share units (PSUs) granted to an employee or executive become both earned, based on achievement of specified performance goals, and vested, meaning the recipient gains a non-forfeitable right to the units. Typically, this clause outlines the performance metrics or targets that must be met during a set period, and may also specify additional requirements such as continued employment through a vesting date. Its core function is to clearly establish the conditions under which PSUs are awarded and become the property of the recipient, thereby aligning employee incentives with company performance and providing transparency regarding equity compensation.
Earned and Vested Performance Share Units. (a) Except as provided in paragraphs 2(b) through 2(e) below, if the Participant remains in continuous service with the Company or an Affiliate from the Date of Grant until the last day of the Measurement Period, the Participant shall earn the number of Performance Share Units determined by taking the percentage earned in the table shown in Exhibit 1, and multiplying the percentage times the target number of Performance Share Units specified at the beginning of this Agreement. The number of Performance Share Units that will be earned pursuant to this Section 2 will be determined by reference to the Company Growth in Book Value per Share for the Measurement Period in Exhibit 1.
(b) As soon as practicable after the end of the Measurement Period, but in all events no later than March 15, 2025 (the “Determination Date”), the Committee shall certify the number of Performance Share Units (if any) that are earned and vested pursuant to the terms and conditions hereof, and the Company shall cause the Shares issuable in connection with the vesting of any such Performance Share Units to be issued in accordance with Section 3; provided, however, that if the Measurement Period ends on account of the Participant’s death or a Change in Control, the Committee’s determination and certification shall not be necessary.
(c) If the Participant dies while in service with the Company or an Affiliate prior to the last day of the Measurement Period, then the target number of Performance Share Units shall vest and become immediately payable.
(d) If the Participant remains in continuous service with the Company or an Affiliate from the Date of Grant until the date of a Qualifying Termination that occurs before the last day of the Measurement Period, then (i) the Performance Share Units will remain outstanding until the last day of the Measurement Period, (ii) the number of earned Performance Share Units shall be determined in accordance with Section 2(a) (except, if the Measurement Period ends due to a Change in Control, the target number of Performance Share Units shall be earned) and (iii) the Participant will have a fully vested and non-forfeitable interest in a pro rata number of the earned Performance Share Units as of the last day of the Measurement Period. The pro rata number of earned Performance Share Units that vest shall be determined by multiplying the total number of earned Performance Share Units by a fraction, the numerator of which is the number of full and partial ...