Performance-Based RSUs. Upon the payment of any dividend on Common Stock occurring during the period preceding the earlier of the date of vesting of the Grantee’s Award or the date the Grantee’s Award is forfeited as described with Section 5, the Company shall credit the Grantee’s RSU Account with an amount equal in value to the dividends that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented by the Performance-Based RSUs in the Grantee’s RSU Account on that date. Such amounts shall be paid to the Grantee in cash at the time and to the extent the related Performance-Based RSUs vest. The amount of dividend equivalents payable to the Grantee shall be adjusted to reflect the adjustment made to the related RSUs pursuant to Section 6 (which shall be determined by multiplying such amount by the percentage adjustment made to the related RSUs). Any such dividend equivalents relating to Performance-Based RSUs that are forfeited shall also be forfeited.
Performance-Based RSUs. Subject to the Company achieving its Earnings Before Interest and Taxes target (the “Performance Target”) in the 12-month period ending on September 30th of each year during the four-year period following the Date of Grant (each such year a “Performance Period”), Performance-Based RSUs shall vest pursuant to the following terms and no longer be subject to cancellation pursuant to Section 5 or the transfer restrictions set forth in Section 7:
(i) If the Company achieves or exceeds one hundred percent (100%) of the Performance Target over the applicable Performance Period, twenty-five percent (25%) of the Performance-Based RSUs shall vest on the applicable Anniversary Date.
(ii) If the Company achieves ninety percent (90%) of the Performance Target over the applicable Performance Period, ten percent (10%) of the Performance-Based RSUs shall vest on the applicable Anniversary Date.
(iii) If the Company achieves over ninety percent (90%) but less than one hundred percent (100%) of the Performance Target over the applicable Performance Period, between ten percent (10%) and twenty-five percent (25%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the applicable Anniversary Date.
(iv) If the Company achieves less than ninety percent (90%) of the Performance Target over the applicable Performance Period, the Participant forfeits the amount of Performance-Based RSUs that would have vested on the applicable Anniversary Date. The applicable Performance Targets shall be established by the Committee in writing no later than 90 days after the commencement of the applicable Performance Period for purposes of Section 162(m) the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”).
Performance-Based RSUs. The Committee may provide in the RSU Grant Agreement that part or all of a RSU granted under the Equity Incentive Plan is a Performance-Based RSU. For the purposes of this plan, a “Performance-Based RSU” shall mean a RSU that vests in accordance with the performance conditions set forth in the applicable RSU Grant Agreement. The Committee may in its absolute discretion also additionally impose time-based vesting conditions on such Performance-Based RSUs, which shall be set forth in the RSU Grant Agreement. In addition, the Committee may, in its absolute discretion, adjust the performance conditions to some or all of the Performance-Based RSUs as set forth in the RSU Grant Agreement in the event of exceptional circumstances outside of management’s control which may materially affect the Group’s performance such that the Participants do not receive or suffer an undue advantage or disadvantage (as the case may be).
Performance-Based RSUs. Except as otherwise set forth in the Agreement, the Grantee shall become vested in his or her Award of Performance-Based RSUs as indicated by checkmark below: ☐One-year: Upon the first anniversary of the Award Date if the Grantee remains in continuous employment with the Company or an affiliate of the Company until such Vesting Date, to the extent the performance criteria applicable to such Performance-Based RSUs, set forth in Exhibit B to this Agreement, are satisfied. ☐Two-year: Upon the second anniversary of the Award Date if the Grantee remains in continuous employment with the Company or an affiliate of the Company until such Vesting Date, to the extent the performance criteria applicable to such Performance-Based RSUs, set forth in Exhibit B to this Agreement, are satisfied. ☐Three-year: Upon the third anniversary of the Award Date if the Grantee remains in continuous employment with the Company or an affiliate of the Company until such Vesting Date, to the extent the performance criteria applicable to such Performance-Based RSUs, set forth in Exhibit B to this Agreement, are satisfied. Other: February 27, 2026, if the Grantee remains in continuous employment with the Company or an affiliate of the Company until such Vesting Date, to the extent the performance criteria applicable to such Performance-Based RSUs, set forth in Exhibit B to this Agreement, are satisfied. If there is no selection as to vesting conditions above, then all Time-Based RSUs will be subject to Cliff Vesting, Three-year, and all Performance-Based RSUs will be subject to Three-year vesting as described above.
Performance-Based RSUs. The remaining fifty percent (50%) of the RSUs shall be “Performance-Based RSUs” and shall vest on the dates set forth below (each, a “Performance Vesting Date”) in accordance with the following schedule:
(i) Sixty percent (60%) of the Performance-Based RSUs will vest on March 31, 2014 if the Participant remains in continuous employment with the Company from the Grant Date to March 31, 2014 and the performance goals established by the Committee for the Company’s 2013 fiscal year (the “2013 Performance Year”) are fully achieved; and
(ii) Forty percent (40%) of the Performance-Based RSUs will vest on March 31, 2015 if the Participant remains in continuous employment with the Company from the Grant Date to March 31, 2015 and the performance goals established by the Committee for the Company’s 2014 fiscal year (the “2014 Performance Year”) are fully achieved. The Committee shall in its sole discretion establish the performance goals for a fiscal year (a “Performance Year”), and also may provide for vesting of less than the full number of RSUs eligible to vest for such Performance Year based on lower levels of performance goal achievement for that Performance Year. The Committee shall establish the performance goals for the 2013 Performance Year and the 2014 Performance Year as soon as practicable following the first day of each such Performance Year. The Committee shall determine the number of RSUs that may vest for a particular Performance Year, contingent upon the Participant’s continued employment with the Company through March 31st of the year following the applicable Performance Year, after the Audit Committee of the Board has completed its final review of the Company’s audited financial statement for such Performance Year. Notwithstanding the vesting schedule described above, if any Performance-Based RSUs do not vest on March 31, 2014 solely because the performance goals for the 2013 Performance Year were not fully achieved, such Performance-Based RSUs will not be forfeited, but will remain outstanding and shall be eligible to vest March 31, 2015 if the Participant remains in continuous employment with the Company to March 15, 2015 and to the extent that the performance goals established by the Committee for the 2014 Performance Year ending are achieved. Except as otherwise specifically provided in this Agreement, unvested Performance-Based RSUs shall be forfeited upon the Participant’s termination of employment; provided, however, that if the Participant...
Performance-Based RSUs. The methodology for determining the final number of Performance-Based RSUs that will be earned and vested as of April 30, 2019 (the “Performance Vesting Date”) based on Company performance over the three years of the Performance Period (2016, 2017 and 2018) is set forth on Exhibit 1 attached hereto, which is an integral part of this Award Agreement.
Performance-Based RSUs. The vesting of the Performance-Based RSUs shall be subject to the satisfaction of the conditions set forth in both subsection (i)(A), (B), (C) or (D), as applicable, and subsection (ii) of this Section 2(b):
Performance-Based RSUs. Section 1.1.
Performance-Based RSUs. “Performance Based RSU” means the right to receive one share of common stock of the Company, par value $0.01 per share (“Common Shares”) subject to the terms of this Annex. Under the Agreement, the Company is awarding you the greatest number of whole Performance Based RSUs that is equal to or less than the quotient of (i) $500,000 divided by (ii) the average of the closing prices of the Company’s common stock as reported on the New York Stock Exchange Composite Tape on the 10 trading days immediately preceding May 18, 2005. The date of your award is May 18, 2005 (the “Grant Date”). To the extent that the Performance Based RSUs shall not have become vested on or before December 31, 2007 as provided in Section 1.2 of this Annex, such Performance Based RSUs shall be forfeited as of that date and you shall no further rights thereunder or hereunder; it being understood, however, that the actual determination as to whether such Performance Based RSUs shall vest on December 31, 2007 pursuant to Section 1.2 (a) will not be made until sometime in the first quarter of 2008 and that such determination shall be given effect as of December 31, 2007 for purposes of this Article I of this Agreement.
Performance-Based RSUs. Upon the payment of any dividend on Common Stock whose record date occurs during the period preceding the earlier of the date of vesting of the Grantee’s Award or the date the Grantee’s Award is forfeited as described in Section 5, the Company shall credit the Grantee’s RSU Account with an amount equal in value to the dividends that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented by the Performance-Based RSUs in the Grantee’s RSU Account on that record date. Such amounts shall be paid to the Grantee at the time and in the form of payment specified in Section 7. The amount of dividend equivalents payable to the Grantee shall be adjusted to reflect the adjustment made to the related RSUs pursuant to Section 6 (which shall be determined by multiplying such amount by the percentage adjustment made to the related RSUs). Any such dividend equivalents relating to Performance-Based RSUs that are forfeited shall also be forfeited. Any such payments shall be payments of dividend equivalents, and shall not constitute the payments of dividends to the Grantee that would violate the provisions of Section 9 of this Agreement.
