Earned Shares. Promptly following the completion of each Measurement Period, and in any event within two and one-half (2 ½) months following the end of the Measurement Period, (i) the Committee will review and certify in writing (x) whether, and to what extent, the Performance Goal for the Measurement Period has been achieved, and (y) the number of shares of the Company’s Common Stock that the Participant has earned and that are to be issued by the Company with respect to such Measurement Period, rounded to the nearest whole share (the “Earned Shares”); (ii) the Company shall issue or cause to be issued in the name of the Participant the number of Earned Shares, if any; and (iii) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee’s written certification (a “Settlement Date”). Notwithstanding the foregoing, for a Participant who is or becomes eligible for Retirement at any time prior to the end of the third Measurement Period, any portion of the Award deemed to be Earned Shares as a result of a Participant’s Retirement pursuant to Section 3(c)(ii) below, shall be settled during the earlier of the following periods: (A) within thirty (30) days of such Participant’s Separation from Service or (B) within two and one-half (2 ½) months following the end of the Measurement Period applicable to such portion of deemed Earned Shares. The issuance of such deemed Earned Shares shall be made in accordance with (ii) and (iii) of this Section 3(b) above. The written certification of the Committee shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. Upon the issuance of the Earned Shares to the Participant, the portion of the RSUs eligible to be earned for such Measurement Period shall cease to be credited to the Account.
Earned Shares. The Target Award shall become earned, and the number of Performance Share Units actually covered by the Target Award shall become fixed, when the Compensation Committee certifies that the Performance Measures have been achieved during the Performance Period. The number of such Performance Share Units shall be fixed in accordance with Section 3.4(iii) based on the degree (as determined by the Compensation Committee) to which the Performance Measures are achieved during the Performance Period. Such Perfomance Share Units are referred to as “Earned Shares”. The Compensation Committee shall have the authority to exercise its discretion to reduce or increase the level of deemed achievement of the Performance Measures; provided, that, in respect of any Performance Share Unit Award granted to any Participant who is, or is determined by the Compensation Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision), only “negative discretion” (as such term is used in Treasury Regulation section 1.162-27(e)(2)(iii) or any successor provision) may be exercised.
Earned Shares. The Performance Shares granted hereby shall be earned based on the level of the Corporation’s results with respect to each of the Management Objectives established for the Performance Period covered by this Agreement. The number of Performance Shares earned shall be determined based on the level of results of the Management Objectives in accordance with the matrix, which correlates performance against both measures, as set forth on Exhibits B-1 and B-2. No additional Performance Shares shall be earned for results in excess of the maximum level of results for the Management Objectives. If results for a Management Objective are attained at interim levels of performance on the matrix, a proportionate number of Performance Shares shall be earned, as determined by mathematical interpolation, as described by example in Exhibit B-1. If the Corporation’s performance with respect to both Management Objectives is determined to be below the 10th percentile, the number of Performance Shares earned, if any, shall be at the discretion of the Committee, except in the case of Covered Employees.
Earned Shares. The total number of Number of Shares that become Earned Shares shall be the sum of the number of Earned Shares for each Performance Requirement.
Earned Shares. (a) A portion of the Shares can be earned annually (“Earned Shares”) based on TCF Financial’s achievement of EPS growth rates for the fiscal years 2006, 2007, and 2008 as set forth in paragraph 3(b). All Earned Shares are subject to the restrictions in paragraph 2(a) during the Restricted Period and to the forfeiture provisions of section 4.
(b) The number of Shares that become Earned Shares will be determined as of December 31, 2006, 2007, and 2008 and will be determined based on TCF Financial’s achievement of EPS growth rates for fiscal years 2006, 2007, and 2008, as approved by the Committee. For purposes of this Agreement, the term “EPS” shall mean diluted Earnings Per Share as defined in the TCF Financial Performance-Based Policy.
(c) Notwithstanding the foregoing, any Shares that are not Earned Shares on January 31, 2009, shall be forfeited and returned to TCF Financial on or about that date and the number of Earned Shares under paragraph 3(b) shall not in any event exceed the total number of Shares in section 1 under this Agreement.
Earned Shares. The P Shares shall vest, if at all, in installments upon the achievement of the Average Share Price of a Company Share as set forth in the table below (each a “Vesting Date”), provided that the Vesting Date occurs no later than August 11, 2026 (the “Initial Term Date”) and the Participant remains in Continuous Service through the Vesting Date (except as otherwise provided in Section 2(b)(i) below). If the Average Share Price on the Initial Term Date has not equaled or exceeded one or more of the performance levels set forth in the table below, the portion of the Award which has not yet vested shall expire and be forfeited without payment of any additional consideration, effective as of the Initial Term Date. Subject to the forgoing, the number of P Shares that vest under the Agreement (the “Earned P Shares”), if any, shall be determined in accordance with the following schedule (the “Vesting Schedule”): $6.50 1/9th (63,666) of the P Shares vest $6.75 An additional 1/9th (63,666) of the P Shares vest $7.00 An additional 1/9th (63,666) of the P Shares $7.25 An additional 1/9th (63,666) of the P Shares vest $7.50 An additional 1/9th (63,666) of the P Shares $7.75 An additional 1/9th (63,666) of the P Shares $8.00 An additional 1/9th (63,666) of the P Shares $8.25 An additional 1/9th (63,666) of the P Shares Notwithstanding the foregoing, in the event the P Shares vest in whole or in part prior to the one-year anniversary of the Date of Grant (the “First Anniversary”) pursuant to the foregoing, such P Shares shall not vest until the First Anniversary, subject to the Participant’s Continuous Service through the First Anniversary.
Earned Shares. Promptly following completion of each Measurement Period, and in any event within two and one-half (2 ½) months following the end of the Measurement Period, (a) the Committee will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Measurement Period has been achieved, and (ii) the number of shares of the Company’s Common Stock that the Participant has earned and that are to be issued by the Company with respect to such Measurement Period, rounded to the nearest whole share (the “Earned Shares”), (b) the Company shall issue or cause to be issued in the name of the Participant the number of Earned Shares, if any, and (c) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee’s written certification (a “Settlement Date”). Such written certification of the Committee shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. Upon the issuance of the Earned Shares to the Participant, the portion of the RSUs eligible to be earned for such Measurement Period shall cease to be credited to the Account.
Earned Shares. The restrictions on transferability for any Earned Shares held by the Participant at the time of his termination of employment will continue for the period set forth in Section 8.2.3.
Earned Shares. The restrictions on transferability for any Earned Shares held by the Participant at the time of his termination of employment will cease to apply.
Earned Shares. The restrictions on transferability for any Earned Shares held by the Participant at the time of his termination of employment will continue to apply for the period set forth in Section 8.2.3. Notwithstanding anything in this Section 9.3 to the contrary, if the Participant’s employment with the Employer is terminated by the Employer without Cause prior to the first anniversary of the Participant’s active participation in the Plan, this Section 9.3 shall not apply to the Participant’s Target Units and the Participant’s termination of employment shall be treated as a termination covered by Section 9.1.
