Performance-Based Restricted Stock Unit Award Clause Samples

Performance-Based Restricted Stock Unit Award. Subject to the restrictions, limitations, terms and conditions specified in the Program Description, the Plan and this Grant Notice and Agreement, the Company hereby awards to you as of the Award Date: Performance Stock Units (PSUs) which are considered Stock Awards under the Plan (the “Award”). The vesting of this Award is based both upon your continued service with the Company or any of its subsidiaries (collectively the “▇▇▇▇ ▇▇▇ Companies”) and the Company’s performance during the “Performance Cycle”, as detailed in the Program Description, and therefore the actual number of PSUs ultimately released, if any, is determined at the end of the Performance Cycle. Prior to the date the PSUs vest (“Vesting Date”), the PSUs are not transferable by you by means of sale, assignment, exchange, pledge, or otherwise.

Performance-Based Restricted Stock Unit Award. On the terms and conditions and subject to the restrictions, including forfeiture to or acquisition for no further consideration by the Company, hereinafter set forth, the Company hereby awards ___________ Restricted Stock Units (the “Awarded Restricted Stock Units”) to Participant pursuant to the Plan. The Awarded Restricted Stock Units are being awarded to Participant effective as of the Grant Date and shall vest or be forfeited in accordance with (and otherwise be subject to) the provisions of this Agreement. The Awarded Restricted Stock Units are being awarded to Participant without the payment of any cash consideration by Participant, except that payment of the aggregate par value in respect of any Shares delivered hereunder may be required by the Committee or pursuant to procedures of the Committee in respect of the allotment and issuance, transfer or delivery of such Shares.

Performance-Based Restricted Stock Unit Award. Subject to the restrictions, limitations, terms and conditions specified in the Plan and this Agreement, the Company hereby awards to you as of the Award Date a target award of: which are considered Stock Awards under the Plan (the “Award”). The vesting of the Award is based both upon the Company’s performance during fiscal years 2014 – 2016 (FY 2014-2016) (the “Performance Period”) and your continued service with the Company or any of its subsidiaries (collectively, the “Hillshire Companies”) from the Award Date through August 31, 2016 (the “Vesting Period”), subject in each case to the terms and conditions set forth in this Agreement. The actual number of PSUs ultimately released, if any, shall be determined as of the last day of the Vesting Period (the “PSU Vesting Date”). Except as otherwise provided in the Plan, the PSUs shall be settled in shares of common stock of the Company (“Shares”).

Performance-Based Restricted Stock Unit Award. A Performance Based Restricted Stock Unit Award granted on March 17, 2021 with respect to 18,984 shares has met the performance hurdle with respect to 6,328 shares (such 6,328 shares, the “Achieved PRSUs”), which Achieved PRSUs are now subject to time-based vesting. On December 31, 2021, if the conditions set forth in this Agreement and the Consulting Agreement are met, such Achieved PRSUs shall become fully vested.

Performance-Based Restricted Stock Unit Award. Pursuant to the terms of the 2021 Performance-Based Restricted Stock Unit Award Agreement granted under the 2016 Equity Plan, dated September 8, 2021 (the “2021 PRSU Award Agreement”), Employee was originally eligible to earn a target number of shares of XPO common stock equal to 11,697 Pre RXO Spin RSUs if the Company meets certain performance goals defined in the 2021 PRSU Award Agreement. Pursuant to the terms of the 2021 PRSU Award Agreement, the Employee shall vest in 2,244 shares of XPO common stock and 2,244 shares of RXO common stock in connection with the 2021 Tranche, the Employee shall be eligible to vest in a target amount of 5,208 shares of XPO common stock and a target amount of 5,208 shares of RXO common stock in connection with the 2022 Tranche, and the Employee shall be eligible to vest in a target amount of 86 shares of XPO common stock and a target amount of 86 shares of RXO common stock in connection with the 2023 Tranche; provided, however, that the performance goals set forth in the 2021 PRSU Award Agreement are met, as determined and certified by the Compensation Committee. In addition, the Employee shall be eligible to vest in a target amount of 2,496 shares of XPO common stock and a target amount of 2,496 shares of RXO common stock in connection with the 2023 Tranche; provided, however, that the performance goals set forth in the 2021 PRSU Award Agreement are met, as determined and certified by the Compensation Committee. The number of shares that will vest shall be based on the level that the Compensation Committee determines and certifies that 2022 Tranche and 2023 Tranche performance goals are met. The shares underlying the 2021 PRSU Award will be delivered in accordance with the terms of the 2021 PRSU Award Agreement and the 2016 Equity Plan. Any remaining Adjusted Restricted Stock Units granted pursuant to the 2021 PRSU Award Agreement that do not vest pursuant to the 2021 PRSU Award Agreement or this Agreement shall be forfeited.

Performance-Based Restricted Stock Unit Award. Subject to the restrictions, limitations, terms and conditions specified in the FY07-09 EMLTIP Program Description, the Plan and this Grant Notice and Agreement, the Company hereby awards to the Participant as of the Award Date Performance Stock Units (PSUs) which are considered Stock Awards under the Plan. These PSUs will remain restricted until the Vesting Date. The vesting of this award is based both upon the Participant’s continued service and the Company’s performance during the Performance Cycle, as detailed in the Program Description, and therefore the actual number of PSUs ultimately released, if any, is determined at the end of the Performance Cycle. Prior to the Vesting Date, the PSUs are not transferable by the Participant by means of sale, assignment, exchange, pledge, or otherwise.

Performance-Based Restricted Stock Unit Award. The Company shall grant to the Executive as soon as practicable following the Effective Date, and subject to approval by the Compensation Committee, a restricted stock unit award under the Plan with a target value of $1,000,000 (the “Performance-Based RSU Award”), with the target number of shares of the Company’s common stock subject to the award being determined by dividing such value by the 90-day average closing price of the Company’s common stock prior to the date of grant. The Performance-Based RSU Award shall vest based on achievement of levels of revenue and non-GAAP net income (each equally weighted) mutually agreed upon by Executive and the Company’s Compensation Committee over a three-year performance period, measured from the Effective Date, which achievement shall then be modified (up to a 20% increase or decrease) based on the Company’s relative total shareholder return over such three-year period, as compared with the S&P Software and Services Select Industry Index. Based on performance, Executive may earn from 0% to 200% of the target number of shares. Upon the occurrence of a Change in Control, the Performance-Based RSU Award shall convert to a time-based award, with vesting occurring on the final day of the three-year performance period based on the target number of shares, subject to Executive’s continued employment through the vesting date, and subject to acceleration of vesting upon a Good Leaver Termination (as defined below) during the 12-month period after a Change in Control. The Performance-Based RSU Award shall be subject to the terms of plan pursuant to which it is granted and the form of award agreement used for grants to executive officers of the Company at Executive’s level.

Performance-Based Restricted Stock Unit Award. The Participant is hereby awarded, pursuant to the Plan and subject to its terms, a Performance-Based Restricted Stock Unit award (the “Award”) giving the Participant the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Agreement and in the Plan, [●] shares of Stock of the Company (the “Shares”).

Performance-Based Restricted Stock Unit Award. Subject to the restrictions, limitations, terms and conditions specified in the Plan and this Agreement, the Company hereby awards to you as of the Award Date: which are considered Stock Awards under the Plan (the “Award”). The vesting of the Award is based both upon the Company’s performance during fiscal years 2013 – 2014 (FY 2013-2014) (the “Performance Period”) and your continued service with the Company or any of its subsidiaries (collectively, the “Hillshire Companies”) from the Award Date through August 31, 2014 (the “Vesting Period”), subject in each case to the terms and conditions set forth in this Agreement. The actual number of PSUs ultimately released, if any, shall be determined as of the last day of the Vesting Period (the “PSU Vesting Date”). The PSUs shall be settled in shares of common stock of the Company.