Common use of Growth Evaluation Period; Certification Clause in Contracts

Growth Evaluation Period; Certification. Subject to the terms and conditions of the Plan and this Agreement, including the provisions of Paragraph 9 below, Participant’s rights in and to Restricted Stock Units shall vest, if at all, as follows: (i) The “Growth Evaluation Period” shall be the three-year period comprised of the years 2021, 2022 and 2023. (ii) The Award shall vest (if at all) only if, to the extent, and when the Committee certifies: A. the extent to which the Company’s performance results have satisfied the performance criteria set forth in both Paragraphs 4(b) and 4(c) below; and B. the Performance Factor (defined below) to be multiplied by the Target Award Units (and any related Dividend Equivalent Units) to determine the number of Restricted Stock Units (if any) that have vested as a result of such performance. Such certification shall occur (x) at the first opportunity to certify results (as defined in Paragraph 9(e)(iii)), or (y) if, at the first opportunity to certify results, the Performance Factor is higher than zero but the Profitability Requirement (as defined in Paragraph 4(b)) has not been satisfied, as soon as practicable after the end of the first month thereafter in which the Profitability Requirement is satisfied (the date of such certification, the “Certification Date”), but in any event must occur (if at all) on or before January 31, 2026 (the “Expiration Date”). If the Committee certifies the vesting of a number of Units that is less than the Maximum Award Units, then with respect to all other Units that could have been earned under this Agreement, the Award will terminate and be forfeited automatically.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Progressive Corp/Oh/)

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Growth Evaluation Period; Certification. Subject to the terms and conditions of the Plan and this Agreement, including the provisions of Paragraph 9 below, Participant’s rights in and to Restricted Stock Units shall vest, if at all, as follows: (i) The “Growth Evaluation Period” shall be the three-year period comprised of the years 20212023, 2022 2024 and 20232025. (ii) The Award shall vest (if at all) only if, to the extent, and when the Committee certifies: A. the extent to which the Company’s performance results have satisfied the performance criteria set forth in both Paragraphs 4(b) and 4(c) below; and B. the Performance Factor (defined below) to be multiplied by the Target Award Units (and any related Dividend Equivalent Units) to determine the number of Restricted Stock Units (if any) that have vested as a result of such performance. Such certification shall occur (x) at the first opportunity to certify results (as defined in Paragraph 9(e)(iii)), or (y) if, at the first opportunity to certify results, the Performance Factor is higher than zero but the Profitability Requirement (as defined in Paragraph 4(b)) has not been satisfied, as soon as practicable after the end of the first month thereafter in which the Profitability Requirement is satisfied (the date of such certification, the “Certification Date”), but in any event must occur (if at all) on or before January 31, 2026 2028 (the “Expiration Date”). If the Committee certifies the vesting of a number of Units that is less than the Maximum Award Units, then with respect to all other Units that could have been earned under this Agreement, the Award will terminate and be forfeited automatically.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Progressive Corp/Oh/)

Growth Evaluation Period; Certification. Subject to the terms and conditions of the Plan and this Agreement, including the provisions of Paragraph 9 below, Participant’s rights in and to Restricted Stock Units shall vest, if at all, as follows: (i) The “Growth Evaluation Period” shall be the three-year period comprised of the years 20212024, 2022 2025 and 20232026. (ii) The Award shall vest (if at all) only if, to the extent, and when the Committee certifies: A. the extent to which the Company’s performance results have satisfied the performance criteria set forth in both Paragraphs 4(b) and 4(c) below; and B. the Performance Factor (defined below) to be multiplied by the Target Award Units (and any related Dividend Equivalent Units) to determine the number of Restricted Stock Units (if any) that have vested as a result of such performance. Such certification shall occur (x) at the first opportunity to certify results (as defined in Paragraph 9(e)(iii)), or (y) if, at the first opportunity to certify results, the Performance Factor is higher than zero 0.00 but the Profitability Requirement (as defined in Paragraph 4(b)) has not been satisfied, as soon as practicable after the end of the first month thereafter in which the Profitability Requirement is satisfied (the date of such certification, the “Certification Date”), but in any event must occur (if at all) on or before January 31, 2026 2029 (the “Expiration Date”). If the Committee certifies the vesting of a number of Units that is less than the Maximum Award Units, then with respect to all other Units that could have been earned under this Agreement, the Award will terminate and be forfeited automatically.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Progressive Corp/Oh/)

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Growth Evaluation Period; Certification. Subject to the terms and conditions of the Plan and this Agreement, including the provisions of Paragraph 9 below, Participant’s rights in and to Restricted Stock Units shall vest, if at all, as follows: (i) The “Growth Evaluation Period” shall be the three-year period comprised of the years 20212022, 2022 2023 and 20232024. (ii) The Award shall vest (if at all) only if, to the extent, and when the Committee certifies: A. the extent to which the Company’s performance results have satisfied the performance criteria set forth in both Paragraphs 4(b) and 4(c) below; and B. the Performance Factor (defined below) to be multiplied by the Target Award Units (and any related Dividend Equivalent Units) to determine the number of Restricted Stock Units (if any) that have vested as a result of such performance. Such certification shall occur (x) at the first opportunity to certify results (as defined in Paragraph 9(e)(iii)), or (y) if, at the first opportunity to certify results, the Performance Factor is higher than zero but the Profitability Requirement (as defined in Paragraph 4(b)) has not been satisfied, as soon as practicable after the end of the first month thereafter in which the Profitability Requirement is satisfied (the date of such certification, the “Certification Date”), but in any event must occur (if at all) on or before January 31, 2026 2027 (the “Expiration Date”). If the Committee certifies the vesting of a number of Units that is less than the Maximum Award Units, then with respect to all other Units that could have been earned under this Agreement, the Award will terminate and be forfeited automatically.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Progressive Corp/Oh/)

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