Earned PSUs. The PSUs shall become “Earned PSUs” following the end of the Performance Period (as defined in Exhibit A) to the extent earned in accordance with the performance criteria set forth on Exhibit A (the “Performance Criteria”), based on the Administrator’s determination, in its sole discretion, of the level of achievement of the Performance Criteria.
Earned PSUs. The PSUs shall be earned as specified in Exhibit A and the earned PSUs shall be eligible to vest pursuant to Sections 4 and 5.
Earned PSUs. (a) Fifty percent (50%) of the PSUs with respect to the Target Number of Shares shall be eligible to be earned and vest as follows (the “Sales-Based PSUs”), based on achievement of Sales Growth for the Performance Period: Sales Growth of less than 1.0%: None of the Sales-Based PSUs will be earned or eligible to vest. Sales Growth of at least 1.0% (“Threshold Sales Growth Goal”): 25% of Sales-Based PSUs will be earned and eligible to vest. Sales Growth of at least 3.0% (“Target Sales Growth Goal”): 100% of Sales-Based PSUs will be earned and eligible to vest. Sales Growth of at least 5.0% (“Maximum Sales Growth Goal”): 200% of Sales-Based PSUs will be earned and eligible to vest. If actual Sales Growth for the Performance Period is between the Threshold Sales Growth Goal and the Target Sales Growth Goal, or between the Target Sales Growth Goal and the Maximum Sales Growth Goal, the number of Sales-Based PSUs that will be earned and eligible to vest will be determined by linear interpolation. For example, if Sales Growth were 4.0%, then 150% of Sales-Based PSUs would be earned and eligible to vest.
(b) Fifty percent (50%) of the PSUs with respect to the Target Number of Shares shall be eligible to be earned and vest as follows (the “EBITDA-Based PSUs”), based on achievement of Adjusted EBITDA for the Performance Period: Adjusted EBITDA of less than $134.7MM: None of the EBITDA-Based PSUs will be earned and be eligible to vest. Adjusted EBITDA of at least $134.7MM (“Threshold EBITDA Goal”): 25% of EBITDA-Based PSUs will be earned and eligible to vest. Adjusted EBITDA of at least $152.8MM (“Target EBITDA Goal”): 100% of EBITDA-Based PSUs will be earned and eligible to vest. Adjusted EBITDA of at least $167.8MM (“Maximum EBITDA Goal”): 200% of EBITDA-Based PSUs will be earned and eligible to vest. If actual Adjusted EBITDA for the Performance Period is between the Threshold EBITDA Goal and the Target EBITDA Goal, or between the Target EBITDA Goal and the Maximum EBITDA Goal, the number of EBITDA-Based PSUs that will be earned and be eligible to vest will be determined by linear interpolation. For example, if Adjusted EBITDA were $160.3MM, then 150% of EBITDA-Based PSUs would be earned and eligible to vest.
Earned PSUs. Except as otherwise provided in Sections 4(a) and 4(b)(ii), below, the PSUs shall become “Earned PSUs” following the end of the Performance Period to the extent earned in accordance with the performance objectives set forth on Exhibit A (the “Performance Objectives”), subject to the Compensation Committee certifying, in its sole discretion, the achievement of the applicable Performance Objectives.
Earned PSUs. The PSUs shall be eligible to become earned as set forth on Exhibit A, subject to the Compensation Committee determining, in its sole discretion, the level of achievement of the applicable performance milestones.
Earned PSUs. The number of earned PSUs is calculated by multiplying the Target Number of PSUs specified on the cover page of the Agreement by the Performance Multiplier Percentage.
Earned PSUs. The PSUs are subject to both performance-based and service-based requirements. The number of earned PSUs (i.e. that number of PSUs which correspond to the level of performance attainment which the Committee has determined was achieved during any applicable period ) shall be determined solely by the Committee, in its absolute discretion, based on the attainment by the Company or its Affiliates of the targeted levels of performance set forth in Exhibit A, during the period beginning on January 1, 2023 and ending on December 31, 2025 (the “Performance Period”) as determined by the Committee. The number of earned PSUs may range between 0% and 250% of the number of target PSUs granted hereunder (with 100% corresponding to target performance achievement). PSUs shall also be subject to, and earned only if, the Participant remains continuously employed in active service by the Company or one of its Affiliates from the Date of Grant through the final date of the performance period.
Earned PSUs. Notwithstanding anything to the contrary above, with respect to Unvested Equity Awards that are performance-based restricted stock units (“PSUs”): (i) the portion (for purposes of clarification, which can be more than 100% under the terms of the Plans), if any, of your “Target PSUs” (as defined in the Plans) that will be deemed to be “Earned PSUs” (as defined in the Plans) will be determined at the same time and in the same manner as for all other holders of PSUs, subject to proration pursuant to Section 2(b) above (Pro Rata Vesting Thereafter), if applicable; and (ii) the date of vesting of the Earned RSUs will be the same as for all other holders of such PSUs.
Earned PSUs. The PSUs shall become “Earned PSUs” to the extent earned in accordance with the performance criteria set forth on Exhibit A hereto.
Earned PSUs a. Subject to Section 1(d) below, the Target Award may be earned during the performance period beginning on February 26, 2021 and ending on February 29, 2024 (the “Performance Period”).
b. The number of PSUs that shall become earned, if any (the “Earned PSUs”), following the end of the Performance Period shall be determined by multiplying the Target Award by the “Earned Percentage,” calculated as set forth in Exhibit A to this Agreement, and may range from zero to two hundred percent (200%) of the Target Award.
c. The calculations under this Section 1 shall be made by the Committee following the end of the Performance Period.
d. Unearned PSUs due to not attaining performance as set forth on Exhibit A shall be immediately and irrevocably forfeited as of the last day of the Performance Period irrespective of whether the Awardee is then employed by the Company or any of its Subsidiaries.
e. Notwithstanding any other provision of this Award Agreement, in no event will the aggregate Fair Market Value, determined as of the last day of the Performance Period, of the PSUs that would otherwise become earned PSUs exceed six hundred percent (600%) of the product of (i) the Target Award, times (ii) the Fair Market Value of a Share on the Grant Date (the “600% Cap”). If the 600% Cap is exceeded, the number of PSUs that would otherwise become earned PSUs will be reduced to the extent necessary to avoid the 600% Cap being exceeded.
