Performance-Based Restricted Stock Units. On the terms and conditions set forth in this Performance-Based Restricted Stock Unit Agreement (the “Agreement”) and each Notice of Performance-Based Restricted Stock Unit Award referencing this Agreement, Magellan Health, Inc. (the “Company,” as further defined below) grants to the Grantee referred to on the signature page hereof the right to receive on the Settlement Date (as hereinafter defined) the number of shares of Ordinary Common Stock, $0.01 par value per share, of the Company (“Shares,” as further defined below) equal to the number of “Performance Stock Units” awarded to the Grantee as set forth in the Notice of Performance-Based Restricted Stock Unit Award, subject to adjustment thereto on account of any change that may be made in the Shares as provided by Section 4 below (the “Performance Unit Shares”). Each such Notice of Performance-Based Restricted Stock Unit Award, together with this referenced Agreement, shall be a separate “Performance-Based Restricted Stock Unit” governed by the terms of this Agreement and any such separate Performance-Based Restricted Stock Unit may be referred to herein as the “Performance-Based Restricted Stock Unit,” and, as pertinent, any of multiple Notices of Performance-Based Restricted Stock Unit Award referencing this Agreement may be referred to herein as the “Performance-Based Restricted Stock Unit Award Notice.”
Performance-Based Restricted Stock Units. (i) At the Effective Time, except as set forth in Section 2.5(b)(ii), each restricted stock unit award in respect of shares of SASR Common Stock granted under a SASR Stock Plan that vests based on the achievement of a combination of time- and performance-based vesting conditions (each, a “SASR PSU Award”) that is outstanding immediately prior to the Effective Time, by virtue of the Merger and without any required action on the part of SASR or any holder of such SASR PSU Award, shall be assumed by AUB and shall be converted into a restricted stock unit award (each, an “Assumed PSU Award” and, together with the Assumed RSU Awards, “Assumed Equity Awards”) that settles (subject to the achievement of the applicable time-based vesting conditions) in a number of shares of AUB Common Stock equal to the number of shares of SASR Common Stock underlying the SASR PSU Award immediately prior to the Effective Time (based on target performance or, solely to the extent expressly set forth in the applicable award agreement with respect thereto, based on the greater of target performance and actual performance as of the Effective Time, as determined by the Compensation Committee of the Board of Directors of SASR in good faith consultation with AUB (such applicable performance level the “Applicable Performance Level”)), multiplied by the Exchange Ratio, rounded down to the nearest whole share. In addition, except as set forth in Section 2.5(b)(ii), each accrued dividend equivalent unit with respect to a SASR PSU Award (each, a “SASR Dividend Equivalent Unit”) shall be assumed by AUB and shall be converted into a dividend equivalent unit award (each, an “Assumed Dividend Equivalent Unit”) that settles (subject to the achievement of the applicable time-based vested conditions) in an amount in cash equal to the fair market value (determined by reference to the closing price of a share of AUB Common Stock on the trading day immediately preceding the settlement date) at the time of settlement of the number of shares of AUB Common Stock equal to the number of shares of SASR Common Stock underlying the SASR Dividend Equivalent Unit immediately prior to the Effective Time (based on target performance), multiplied by the Exchange Ratio, rounded down to the nearest whole share. Each Assumed PSU Award (and corresponding Assumed Dividend Equivalent Unit) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding SASR PSU Award (and co...
Performance-Based Restricted Stock Units. The Company may grant Executive performance based restricted stock units in lieu of the PSAs; provided, however, that such restricted stock units shall be on the same terms and conditions as the PSAs and the provisions herein and in the Agreement with respect to PSAs shall apply to the performance based restricted stock units.
Performance-Based Restricted Stock Units. The total number of PRSUs subject to this Award that become Vested PRSUs will range from 0% to 200% of the Target Amount, subject to the terms and conditions set forth below. A portion of the Target Amount (each such portion, a “Performance Goal”) shall be eligible to be earned in respect of each Performance Period based on achievement of each of the applicable Performance Goals for such period, as indicated below. The PRSUs that become Earned PRSUs shall become Vested PRSUs on the Vesting Date specified above, subject to the continued employment of the Employee by the Company or any Subsidiary thereof through the Vesting Date, except as otherwise set forth in Section 2 of the Agreement.
Performance-Based Restricted Stock Units. The undersigned currently holds (at target levels of performance) 33,333 performance-based restricted stock units (“PSUs”). The Company agrees to take such steps as are necessary such that, as of the Retirement Date, 33,333 PSUs will vest, and any rights to any additional ordinary shares in respect of the PSUs will immediately terminate and be forfeited as of the Retirement Date.
Performance-Based Restricted Stock Units. The Executive was also granted in the Amended and Restated Employment Agreement an award of performance based restricted stock units in respect of the greatest number of whole units (excluding fractions) equal to or less than the quotient of (x) $500,000 and (y) the Average Value (the “Performance Based RSUs”). If the performance criteria established with respect to performance based restricted stock unit awards granted to other employees of the Company for the long-term incentive plan 2005-07 performance period (the “2007 PSUs”) are satisfied (i) at a level that enables a payment in respect of such 2007 PSUs at or above target levels, the Performance Based RSUs shall vest in full, (ii) at threshold, one-half of the Performance Based RSUs shall vest or (iii) at a level above threshold, but below target, the number of Performance Based RSUs that shall vest shall be determined based on the actual performance achieved, using calculated pro rata between threshold and target levels (e.g., if the actual performance is mid-way between the threshold level and the target level of performance, 75% of the Performance Based RSUs shall vest). The remaining terms and conditions of the Performance Based RSUs shall be as specified in Annex B hereto, which shall be amended to comply with Section 409A as provided in the amended Annex B hereto.
Performance-Based Restricted Stock Units. A restricted stock unit award covering 1,750,000 shares of the Parent common stock (as adjusted as set forth on Exhibit A to this Agreement) (the “Performance-Based RSUs”). Subject to approval by the Parent Board, the Performance-Based RSUs shall be granted under the Plan, shall vest as set forth on Exhibit A, and shall have a term of five years (from the grant date of such Performance- Based RSUs). The Time-Based RSUs and Performance-Based RSUs shall provide for an automatic sell-to-cover arrangement in respect of applicable withholding taxes following the first release of shares from the Lockup (as defined on Exhibit A). Shares in respect of any vested portion of the Time-Based RSUs and Performance-Based RSUs shall be delivered to you as soon as reasonably practicable following the applicable vesting date but in no event later than two and one-half months after the end of the calendar year following the calendar year in which such Time- Based RSUs or Performance-Based RSUs, as applicable, vest. The Time-Based RSUs and Performance-Based RSUs shall also be subject to the provisions of the Plan and the applicable award agreement, provided, however, that the Company’s standard forms shall be revised to provide that any clawbacks for RSUs adopted by the Company shall be limited to those required to comply with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law. In addition, outstanding options to purchase 150,000 shares, granted on August 14, 2017, shall be deemed to have vested in full as of the Closing.
Performance-Based Restricted Stock Units. The total number of PRSUs subject to this Award will be determined in a range of 0% to 200% of the Target Amount, subject to the terms and conditions set forth below. A portion of the Target Award (each such portion, a “Tranche”) shall be eligible to be earned in respect of each Performance Period based on achievement of each of the applicable Performance Goals for such period, as indicated below. The earned PRSUs shall vest on the Vesting Date specified above, subject to the continued employment of the Employee by the Company or any Subsidiary thereof through the Vesting Date, except as otherwise set forth in Section 2 Agreement.
Performance-Based Restricted Stock Units. Under Executive’s Employment Agreement, the Executive’s annual Performance-Based Restricted Stock Unit Award is a target number of shares with a fair market value on the date of grant worth a minimum of $184,000 or such greater amount as may be provided to Executive in a written notice from the Committee. The Performance-Based Restricted Stock Unit Award has a three year performance period.
Performance-Based Restricted Stock Units. [●] of the Restricted Stock Units shall be deemed to be “Performance-Based Restricted Stock Units”. Subject to and conditioned upon Grantee’s (x) Continuous Service through January 1, 20[●] and (y) compliance with the terms and conditions of this Agreement, the Performance-Based Restricted Stock Units shall vest in accordance with the terms and conditions set forth on Exhibit A hereto, incorporated herein by reference, based upon the Company’s achievement of Performance Objectives (as defined in Exhibit A) during the three-year period beginning January 1, 20[●] and ending December 31, 20[●] (the “Performance Period”).
