Issuance of Shares Subject to Prsus. (a) All or a portion of the PRSUs shall vest based on the Company’s achievement of the cumulative free cash flow amount as set forth in the budgets (the “Performance Metric Target”) approved by the Company’s Board of Directors (the “Board”) for the years ending December 31, 2017 and December 31, 2018 (together, the “Performance Period”). The annual free cash flow component for each of 2017 and 2018 of the Performance Metric Target shall be set at the time such applicable budget is approved by the Board. Free cash flow shall be derived from cash flow provided by operating activities, net of additions to property and equipment, restricted and other investment activity and the return of capital from investment in unconsolidated entities, as reported by the Company in its annual reports with the Securities and Exchange Commission. In the event the Company ceases to file reports with the Securities and Exchange Commission, then the methodology for calculating free cash flow shall be consistent with the methodology utilized by the Company immediately prior to the cessation of reporting. The Compensation Committee of the Board shall adjust or modify the calculation of the Performance Metric Target for the Performance Period in the event of, or in anticipation of, any unusual, nonrecurring or extraordinary corporate item, transaction, event or development affecting the Company including without limitation mergers, acquisitions and legal settlements; or in recognition of, or in anticipation of, any other unusual, nonrecurring or nonrecurring events affecting the Company, including without limitation the financial or operating performance, or the financial statements, of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions. Further, the Compensation Committee of the Board shall adjust and/or modify the calculation of free cash flow and/or the Performance Metric Target for the Performance Period in accordance with Sections 4(b) and 12(c) of the Plan, as applicable.
(b) Within sixty (60) days following the end of the Performance Period (such date, the “Certification Date”), the Company shall certify the level of achievement of the Performance Metric Target. The number of PRSUs that shall vest in accordance with the terms of this Agreement (and, if applicable, the Plan), shall be set forth below (such vested PRSUs, the “Eligible PRSUs”):
(i) if the Company fails to achieve at least...
Issuance of Shares Subject to Prsus. 9 Number to be determined in accordance with Section 4(b)(iii) of the Employment Agreement.
Issuance of Shares Subject to Prsus. 9 The “Grant Date,” as defined in the Employment Agreement. 10 Number to be determined in accordance with Section 4(b)(iii) of the Employment Agreement.
Issuance of Shares Subject to Prsus
