Common use of Earning Units Clause in Contracts

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year period beginning February 16, 2021 and ending February 15, 2023 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the Performance Goal described in the table below is achieved. Target or Above Greater than or equal to the 75th percentile 100% Threshold Greater than the 50th percentile 50% If the Company’s Relative TSR (defined below) for the Performance Measurement Period is equal to or less than the 50th percentile performance achievement level, no Units will be earned at the end of the Performance Measurement Period. If the Company’s Relative TSR for the Performance Measurement Period exceeds the 50th percentile performance level, but is less than the Target performance level, the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight-line interpolation between the Threshold performance level and Target performance level for the Performance Goal. If the Company’s Relative TSR for the Performance Measurement Period equals or exceeds the Target performance level, then all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 at the end of the Performance Measurement Period will be forfeited no later than the Vesting Date. The number of earned Units that will become vested shall be determined pursuant to Section 3 and Section 4 below. Whether the Performance Goal for the Performance Measurement Period has been achieved shall be determined pursuant to Section 2.3 below.

Appears in 1 contract

Samples: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)

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Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year period beginning February 16December 7, 2021 2020 and ending February 15December 6, 2023 2022 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the Performance Goal described in the table below is achieved. Target or Above Greater than or equal to the 75th percentile 100% Threshold Greater than the 50th percentile 50% If the Company’s Relative TSR (defined below) for the Performance Measurement Period is equal to or less than the 50th percentile performance achievement level, no Units will be earned at the end of the Performance Measurement Period. If the Company’s Relative TSR for the Performance Measurement Period exceeds the 50th percentile performance level, but is less than the Target performance level, the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight-line interpolation between the Threshold performance level and Target performance level for the Performance Goal. If the Company’s Relative TSR for the Performance Measurement Period equals or exceeds the Target performance level, then all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 at the end of the Performance Measurement Period will be forfeited no later than the Vesting Date. The number of earned Units that will become vested shall be determined pursuant to Section 3 and Section 4 below. Whether the Performance Goal for the Performance Measurement Period has been achieved shall be determined pursuant to Section 2.3 below.

Appears in 1 contract

Samples: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year six consecutive fiscal quarter period beginning February 16with the quarter commencing January 1, 2021 and ending February 15, 2023 2015 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goal Goals described in the table below is are achieved. Target or Above Greater than or equal to the 75th percentile 100% Threshold Greater than the 50th percentile 50% If the Company’s Relative TSR (defined below) Adjusted Non-GAAP EBITDA for the Performance Measurement Period is equal to or less than the 50th percentile Threshold performance achievement levellevel ($___ million), no Units will be earned at the end of the Performance Measurement Period. If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the 50th percentile Threshold performance levellevel ($___ million), but is less than the Target performance levellevel ($_____ million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight-straight line interpolation between the Threshold performance level ($___ million) and Target performance level for the Performance Goal($_____ million). If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance levellevel ($_____ million), then all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited no later than on the Vesting Datedate the Company files its Form 10-Q for Q2 of fiscal year 2016. The number of earned Units that will become vested shall be determined pursuant to Section 3 and Section 4 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.3 2.8 below.

Appears in 1 contract

Samples: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year six consecutive fiscal quarter period beginning February 16with the quarter commencing January 1, 2021 and ending February 15, 2023 2016 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goal Goals described in the table below is are achieved. Performance Level Adjusted Non-GAAP EBITDA (in Millions) Percentage of Units Earned Target or Above Greater than or equal to the 75th percentile 100$ 100 % Threshold Greater than the 50th percentile 50or Below $ 0 % If the Company’s Relative TSR (defined below) Adjusted Non-GAAP EBITDA for the Performance Measurement Period is equal to or less than the 50th percentile Threshold performance achievement levellevel ($ million), no Units will be earned at the end of the Performance Measurement Period. If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the 50th percentile Threshold performance levellevel ($ million), but is less than the Target performance levellevel ($ million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight-straight line interpolation between the Threshold performance level ($ million) and Target performance level for the Performance Goal($ million). If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance levellevel ($ million), then all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited no later than on the Vesting Datedate the Company files its Form 10-Q for Q2 of fiscal year 2017. The number of earned Units that will become vested shall be determined pursuant to Section 3 and Section 4 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.3 2.8 below.

Appears in 1 contract

Samples: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year six consecutive fiscal quarter period beginning February 16with the quarter commencing January 1, 2021 and ending February 15, 2023 2017 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goal Goals described in the table below is are achieved. Performance Level Adjusted Non-GAAP EBITDA (in Millions) Percentage of Units Earned Target or Above Greater than or equal to the 75th percentile 100$ 1,525 100 % Threshold Greater than the 50th percentile 50or Below $ 1,220 0 % If the Company’s Relative TSR (defined below) Adjusted Non-GAAP EBITDA for the Performance Measurement Period is equal to or less than the 50th percentile Threshold performance achievement levellevel ($1,220 million), no Units will be earned at the end of the Performance Measurement Period. If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the 50th percentile Threshold performance levellevel ($1,220 million), but is less than the Target performance levellevel ($1,525 million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight-straight line interpolation between the Threshold performance level ($1,220 million) and Target performance level for the Performance Goal($1,525 million). If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance levellevel ($1,525 million), then all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited no later than on the Vesting Datedate the Company files its Form 10-Q for Q2 of fiscal year 2018. The number of earned Units that will become vested shall be determined pursuant to Section 3 and Section 4 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.3 2.8 below.

Appears in 1 contract

Samples: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year period beginning February 16January 1, 2021 2019 and ending February 15, 2023 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the Performance Goal described in the table below is achieved. December Target or Above $13,200 50% Threshold or Below $12,300 0% Target or Above Greater than or equal to the 75th percentile 10050% Threshold or Below Greater than or equal to the 50th percentile 500% If the Company’s Revenue (defined below) and Relative TSR (defined below) for the Performance Measurement Period is are equal to or less than the 50th percentile Threshold performance achievement levellevels, no Units will be earned at the end of the Performance Measurement Period. If the Company’s Revenue or Relative TSR TSR, or both, for the Performance Measurement Period exceeds exceed the 50th percentile Threshold performance levellevels, but is are less than the Target performance levellevels, the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight-straight line interpolation between the Threshold performance level levels and Target performance level levels for the applicable Performance Goal. If the Company’s Revenue and Relative TSR for the Performance Measurement Period equals equal or exceeds exceed the Target performance level, then all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 at the end of the Performance Measurement Period will be forfeited no later than on or around the Vesting Datedate the Company files its Form 10-K for the fiscal year ending December 31, 2020. The number of earned Units that will become vested shall be determined pursuant to Section 3 and Section 4 3, below. Whether the Revenue and Relative TSR Performance Goal Goals for the Performance Measurement Period has have been achieved shall be determined pursuant to Section 2.3 2.4, below.

Appears in 1 contract

Samples: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year six consecutive fiscal quarter period beginning February 16with the quarter commencing January 1, 2021 and ending February 15, 2023 2018 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goal Goals described in the table below is are achieved. Target or Above Greater than or equal to the 75th percentile 100$ 2,000 100 % Threshold Greater than the 50th percentile 50or Below $ 1,600 0 % If the Company’s Relative TSR Adjusted Non-GAAP EBITDA (defined below) for the Performance Measurement Period is equal to or less than the 50th percentile Threshold performance achievement levellevel ($1,600 million), no Units will be earned at the end of the Performance Measurement Period. If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the 50th percentile Threshold performance levellevel ($1,600 million), but is less than the Target performance levellevel ($2,000 million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight-straight line interpolation between the Threshold performance level ($1,600 million) and Target performance level for the Performance Goal($2,000 million). If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance levellevel ($2,000 million), then all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited no later than on the Vesting Datedate the Company files its Form 10-Q for Q2 of fiscal year 2019. The number of earned Units that will become vested shall be determined pursuant to Section 3 and Section 4 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.3 2.8 below.

Appears in 1 contract

Samples: Stock Incentive Plan Agreement (On Semiconductor Corp)

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Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year period beginning February 16that begins on January 1, 2021 2013 and ending February 15ends on December 31, 2023 2013 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goal Goals described in the table below is are achieved. Target or Above Greater than or equal to the 75th percentile $ 100% Threshold Greater than the 50th percentile 50or Below $ 0% If the Company’s Relative TSR (defined below) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is equal to or less than the 50th percentile Threshold performance achievement levellevel ($ million), no Units will be earned at as of the end of the Performance Measurement Period. If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the 50th percentile Threshold performance level, level ($ million) but is less than the Target performance levellevel ($ million), the number of Units earned at as of the end of the Performance Measurement Period will be determined by applying straight-straight line interpolation between the Threshold performance level ($ million) and Target performance level for the Performance Goal($ million). If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance levellevel ($ million), then all of the Units will be earned at as of the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 at as of the end of the Performance Measurement Period will be forfeited no later than the Vesting Dateforfeited. The number of earned Units that will become vested shall be determined pursuant to Section paragraph 3 and Section 4 below. Whether the Performance Goal Goals for the Performance Measurement Period has have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.3 paragraph 2.4 below.

Appears in 1 contract

Samples: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year six consecutive fiscal quarter period beginning February 16with the quarter commencing January 1, 2021 and ending February 15, 2023 2015 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goal Goals described in the table below is are achieved. PERFORMANCE GOALS Performance Level Adjusted Non-GAAP EBITDA (in Millions) Percentage of Units Earned Target or Above Greater than or equal to the 75th percentile $_______ 100% Threshold Greater than the 50th percentile 50or Below $_______ 0% If the Company’s Relative TSR (defined below) Adjusted Non-GAAP EBITDA for the Performance Measurement Period is equal to or less than the 50th percentile Threshold performance achievement levellevel ($___ million), no Units will be earned at the end of the Performance Measurement Period. If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the 50th percentile Threshold performance levellevel ($___ million), but is less than the Target performance levellevel ($_____ million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight-straight line interpolation between the Threshold performance level ($___ million) and Target performance level for the Performance Goal($_____ million). If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance levellevel ($_____ million), then all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 and Section 2.4 at the end of the Performance Measurement Period will be forfeited no later than on the Vesting Datedate the Company files its Form 10-Q for Q2 of fiscal year 2016. The number of earned Units that will become vested shall be determined pursuant to Section 3 and Section 4 below. Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.3 2.8 below.

Appears in 1 contract

Samples: Performance Based Restricted Stock Units Award Agreement

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year period beginning February 16January 1, 2021 2019 and ending February 15December 31, 2023 2020 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goal Goals described in the table below is are achieved. Target or Above Greater than or equal to the 75th percentile $3,100 100% Threshold Greater than the 50th percentile 50or Below $2,500 0% If the Company’s Relative TSR Adjusted EBITDA (defined below) for the Performance Measurement Period is equal to or less than the 50th percentile Threshold performance achievement levellevel ($2,500 million), no Units will be earned at the end of the Performance Measurement Period. If the Company’s Relative TSR Adjusted EBITDA for the Performance Measurement Period exceeds the 50th percentile Threshold performance level, level ($2,500 million) but is less than the Target performance levellevel ($3,100 million), the number of Units earned at the end of the Performance Measurement Period will be determined by applying straight-straight line interpolation between the Threshold performance level ($2,500 million) and Target performance level for the Performance Goal($3,100 million). If the Company’s Relative TSR Adjusted EBITDA for the Performance Measurement Period equals or exceeds the Target performance levellevel ($3,100 million), then all of the Units will be earned at the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 at the end of the Performance Measurement Period will be forfeited no later than on or around the Vesting Datedate the Company files its Form 10-K for the fiscal year ending December 31, 2020. The number of earned Units that will become vested shall be determined pursuant to Section 3 and Section 4 3, below. Whether the Adjusted EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined pursuant to Section 2.3 2.4, below.

Appears in 1 contract

Samples: Performance Based Restricted Stock Units Award Agreement (On Semiconductor Corp)

Earning Units. Subject to the terms and conditions set forth in the Plan and this Grant Agreement, the Grantee shall be entitled to receive payment for the number of Units earned by the Grantee over the two year period beginning February 16that begins on January 1, 2021 2013 and ending February 15ends on December 31, 2023 2013 (the “Performance Measurement Period”). The number of Units earned pursuant to this Grant Agreement is a function of the extent to which the corresponding Performance Goal Goals described in the table below is are achieved. PERFORMANCE GOALS Performance Level Adjusted Non-GAAP EBITDA (in Millions) Percentage of Units Earned Target or Above Greater than or equal to the 75th percentile $ 100% Threshold Greater than the 50th percentile 50or Below $ 0% If the Company’s Relative TSR (defined below) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is equal to or less than the 50th percentile Threshold performance achievement levellevel ($ million), no Units will be earned at as of the end of the Performance Measurement Period. If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the 50th percentile Threshold performance level, level ($ million) but is less than the Target performance levellevel ($ million), the number of Units earned at as of the end of the Performance Measurement Period will be determined by applying straight-straight line interpolation between the Threshold performance level ($ million) and Target performance level for the Performance Goal($ million). If the Company’s Relative TSR Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance levellevel ($ million), then all of the Units will be earned at as of the end of the Performance Measurement Period. Any Units that are unearned pursuant to Section 2.1 at as of the end of the Performance Measurement Period will be forfeited no later than the Vesting Dateforfeited. The number of earned Units that will become vested shall be determined pursuant to Section paragraph 3 and Section 4 below. Whether the Performance Goal Goals for the Performance Measurement Period has have been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.3 paragraph 2.4 below.

Appears in 1 contract

Samples: Performance Based Restricted Stock Units Award Agreement

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