Performance-Based Equity Awards. With respect to each performance-vested equity award held by Executive immediately prior to such termination and for which the performance period is not then complete, such award will remain outstanding and will vest, if at all, based on actual performance through the end of the applicable performance period.
Performance-Based Equity Awards. During the term of this Agreement, Employee shall be eligible to receive equity-based compensation as determined in the sole discretion of the Board or a committee thereof, which may be subject to the achievement of certain performance targets set by the Board or such committee. All such equity-based awards shall be subject to the terms and conditions set forth in the Company’s Stock Incentive Plan as in effect from time to time and award agreements issued thereunder.
Performance-Based Equity Awards. If the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in that number of shares issuable under the Executive’s then-unvested performance-based equity awards (each a “Performance-Based Equity Award” and collectively, the “Performance-Based Equity Awards”) calculated as follows: (1) the total number of shares eligible for vesting based on the actual achievement of the performance conditions set forth in the applicable Performance-Based Equity Award as determined at the end of the measurement period set forth in such award (the “Eligible Shares”) multiplied by (2) the greater of (A) 0.50 and (B) the portion of the measurement period of such Performance-Based Equity Award during which the Executive provided service to the Company as if the Executive had completed an additional eighteen (18) months of continuous service measured from the date of the Involuntary Termination. For purposes of clarity, the Executive shall vest in 100% of the Eligible Shares under a Performance-Based Equity Award if such award vests during such eighteen-month period of continuous service; and the Executive shall not vest in any portion of a Performance-Based Equity Award unless the minimum performance condition thereunder is achieved in accordance with the terms of such award. Notwithstanding the foregoing, with respect to Performance-Based Equity Awards outstanding as of the date of this Amendment No. 2 that are subject to milestones based on the Company’s market capitalization (“Market Valuation Equity Awards”), if the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in such portion(s) of any unvested and outstanding Market Valuation Equity Awards for each performance milestone(s) set forth therein that are achieved within eighteen (18) months following the date Executive ceases providing Services to the Company. Further, if an Involuntary Termination occurs after a market capitalization performance milestone has been achieved but prior to completion of the continuous service requirements for subsequent vesting (if any), the remaining portions of the Market Valuation Equity Awards shall be eligible for accelerated vesting in accordance with this Section (c)(ii) if and only if the Stock Value equals or exceeds the First Milestone Stock Value or Second Milestone Stock Value (as such terms ...
Performance-Based Equity Awards. Vesting of the earned portion of any of Executive’s outstanding and unvested equity awards subject to performance-based vesting (excluding any Time-Based Awards) (such awards, “Performance-Based Awards”) for which the performance period is complete as of the termination date. In addition, for any Performance-Based awards held by Executive with a single three-year performance period for which the performance period is not complete as of the termination date (“Three-Year Performance-Based Awards”) and provided that Executive has been in the employ of the Company for at least six months of the performance period, except as otherwise provided in the applicable award agreement, a pro-rated portion of any such Three-Year Performance-Based Award (with pro-ration determined by multiplying the number of shares or units subject to the applicable Three-Year Performance-Based Award by a fraction, the numerator of which is the number of days elapsed between the first day of the performance period of the Three-Year Performance-Based Award and Executive’s termination date and the denominator of which is the total number of days in the performance period for the applicable Three-Year Performance-Based Award) (such portion, the “Pro-Rated Portion”) shall remain eligible to be earned at the end of the performance period applicable to the Three-Year Performance-Based Award based upon actual achievement of the applicable performance metrics in accordance with the terms of the applicable award agreements and equity incentive plans and any Pro-Rated Portion that is earned at the end of the performance period shall be immediately fully vested.
Performance-Based Equity Awards. Notwithstanding anything in this Agreement or any other agreement to the contrary, upon a Change in Control of the Company, each outstanding stock options, restricted stock or other equity awards with performance-based vesting held by the Executive shall be assumed by the acquiror or successor in such Change in Control, and if not so assumed, then the performance conditions for such outstanding equity awards shall be satisfied to the extent the Compensation Committee determines actual performance was attained immediately prior to such Change in Control.
Performance-Based Equity Awards. The Executive’s equity awards under any Stock Plan or similar program that are subject to performance-based vesting (the “Performance-Based Equity Awards”) are treated in accordance with the terms of the applicable award agreements. The parties hereto agree that all of the Performance-Based Equity Awards that were outstanding as of the date hereof and are not otherwise scheduled to vest (or be forfeited) pursuant to their terms prior to the Separation Date are set forth and identified as such on Schedule A attached hereto. The parties hereto acknowledge that the Employer’s obligation to pay or provide, or cause to be paid or provided, the Severance Benefits or any other payments or benefits under the Plan or the Letter Agreement (other than the Accrued Benefit) to the Executive is subject to the execution of a release in the form attached hereto as Exhibit A (the “Release”) by the Executive on or after the Separation Date and the expiration of any revocation period with respect to the Release no later than the Payment Commencement Date.
Performance-Based Equity Awards. Award Vehicle The Performance-Based Equity Awards will be granted in the form of RSUs, subject to CEO’s continued employment by the Company through the Performance Award Grant Date.
Performance-Based Equity Awards. To the extent any of the performance goals applicable to Executive’s options to purchase shares of Company common stock granted on September 25, 2014, February 5, 2015, and February 26, 2016 (collectively, the “Performance-Based Option”) are achieved prior to the Completion Date, the Performance-Based Option shall immediately vest in respect of that number of shares of Company common stock that correlates with such performance goal achievement, and Executive shall have until the three-month anniversary of the date Executive ceases to provide services under the Consulting Agreement to exercise the Performance-Based Option in respect of such shares. Any portion of the Performance-Based Option that remains unvested as of the Completion Date shall thereupon terminate. Any portion of the Performance-Based Option that vests and remains unexercised on the three-month anniversary of the Completion Date shall thereupon terminate.
Performance-Based Equity Awards. Contingent upon your satisfaction of the Severance Contingencies, you shall be entitled to the accelerated vesting of the performance-based Equity Award as provided on Schedule A. d. Equity Acknowledgment. Notwithstanding anything to the contrary in this Section 5, you acknowledge and agree that any Equity Awards that are stock options must be exercised prior to the applicable expiration date of such Equity Award as provided in Section 5.b (or if applicable, Section 4(b)(ii)) above. You also acknowledge and agree that you remain subject to the terms and conditions of your Equity Awards and the equity plans under which the Equity Awards were issued, except as otherwise modified herein. You further acknowledge and agree that extending the period in which you may exercise vested stock options by more than ninety (90) days from the date you cease to be an employee of the Company will have the effect of automatically converting any of your stock options that are currently Incentive Stock Options (“ISOs”) to Non-Qualified Stock Options (“NSOs”). You further acknowledge that ISOs and NSOs are treated differently under the tax laws (e.g., upon exercise of an NSO, the exercising party must pay tax on the spread between the then fair market value of the Company’s Common Stock and the exercise price paid for the stock), and that you are responsible for seeking your own legal and tax advice on such matters.
Performance-Based Equity Awards. As a further inducement for Executive's entry into this Agreement, as of the Effective Date the Company shall award the Executive, pursuant to the Equity Incentive Plan, performance-based Restricted Shares and Performance Shares with terms substantially as summarized in Exhibit C attached hereto, such terms to be embodied in agreements as soon as practicable.
