Performance Based Restricted Stock Unit Sample Clauses

Performance Based Restricted Stock Unit. For each Performance Period beginning on and after January 1, 2017, as defined in paragraph B below, and subject to the approval of the Committee, Executive shall be granted a Performance Based Restricted Stock Unit Award (“RSU”) under the Stock Incentive Plan giving Executive the right to receive shares of common stock of the Company (“Shares”) with a fair market value on the date of grant, based on the closing price of the Company’s stock on such date, of one hundred and eighty four thousand dollars ($184,000), or such greater amount as may be provided in a written notice to the Executive from the Committee. Notwithstanding the foregoing, the maximum number of Shares deliverable pursuant to any RSU shall not exceed the maximum number of Shares that could be granted during a calendar year under the Stock Incentive Plan, reduced by the maximum number of shares deliverable pursuant to a PSA granted under Exhibit D during the same calendar year.

Performance Based Restricted Stock Unit. Award Agreement This agreement, including any appendix, exhibit and/or addendum hereto (collectively, this “Agreement”), evidences an award (the “Award”) of performance-based restricted stock units granted by Cerence Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cerence Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

Performance Based Restricted Stock Unit. (“RSU”). Subject to the approval by the Board of Company, the Board of Directors of the Parent, the TSX Venture Exchange and shareholders of the Parent, you may be awarded 247,676 RSUs (1% of the shares outstanding on a fully diluted basis on the date hereof) for the Parent’s voting common shares (the “RSU Shares”). The RSU Shares will be granted under and subject to the terms of the Plan; and shall have the following vesting conditions (all as set forth in more detail in the applicable RSU agreement), provided that Employee is still employed on the applicable vesting date: (1) All unvested RSU Shares will vest and be immediately issued to Employee on a date that is seven (7) years from the Start Date; and (2) Until December 31, 2017, the RSU also may vest and the RSU Shares be immediately issued to Employee as follows: (a) 82,558 RSU Shares on the date the average per share closing price of the Parent’s voting common shares equals or exceeds CAD $6.10 over two consecutive calendar quarters; (b) 82,558 RSU Shares on the date the average market capitalization of the Parent equals or exceeds CAD $200 million dollars over two consecutive calendar quarters; and (c) 82,558 RSU Shares upon the target diversification of the Parent’s shareholder base. The target diversification will be satisfied when on average for 2 consecutive calendar quarters the 4 largest shareholders and their affiliates do not hold more than 33% of the total outstanding equity of the Parent, on a non-fully diluted basis. The three (3) vesting conditions under Section 8(b)(2) above are independent of each other and can be cumulative. By way of example, if two of the vesting conditions are met over applicable two consecutive fiscal quarters, Employee will be issued the RSU Shares for both vesting conditions.