Performance-Based Shares Sample Clauses
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Performance-Based Shares. If the Participant’s continuous employment with the Company and its Affiliates is terminated by reason of Retirement, the Pro-Rated Number of Performance-Based Shares will vest on the Certification Date, subject to the proviso at the end of the next sentence. The “Pro-Rated Number of Performance-Based Shares” shall be (A) if the date of Retirement is prior to [________], the product of (I) the number of Performance-Based Shares, subject to and in accordance with the attached Schedule A, that the Participant would have earned on the Certification Date if their continuous employment with the Company and its Affiliates had not terminated by reason of Retirement and (II) the quotient of (y) the number of days beginning with the first day of the Performance Period, as set forth in Schedule A, and ending on the date of the Participant’s Retirement and (z) [___], the number of days in the Performance Period or (B) if the date of Retirement is on or after [________], the number of Performance-Based Shares, subject to and in accordance with the attached Schedule A, that the Participant would have earned on the Certification Date if ACTIVE 710527228v2 their continuous employment with the Company and its Affiliates had not terminated by reason of Retirement; provided, however, that if the Participant’s Retirement occurs during [___], then any unvested Performance-Based Shares shall automatically be forfeited by the Participant and revert to the Company as of the date of Retirement without any payment therefor.
Performance-Based Shares. The Restricted Period for the Performance-Based Shares shall lapse with respect to (i) one-third of the Performance-Based Shares on , (ii) one-third (1/3) of the Performance-Based Shares on and (iii) one-third (1/3) of the Performance-Based Shares on (each of , , and , a “Performance-Based Shares Lapsing Date”), subject to (x) the Company’s attainment of annual operating income performance levels established by the Committee (a “Performance-Based Shares Target”) as set forth on the Performance-Based Shares Schedule, attached hereto as Exhibit A and (y) the Participant’s continued employment with the Company on each applicable Performance-Based Shares Lapsing Date; provided, however, that if the Performance-Based Shares Target on the applicable Performance-Based Shares Lapsing Date is not achieved (a “Missed Year”), but on a subsequent Performance-Based Shares Lapsing Date the cumulative Performance-Based Shares Target with respect to such Performance-Based Shares Lapsing Date and each Performance-Based Shares Lapsing Date through the Performance-Based Shares Lapsing Date related to the Missed Year is achieved, the Performance-Based Shares restrictions that did not lapse with respect to the Missed Year as well as the Performance-Based Shares attributable to such subsequent Performance-Based Lapsing Date shall lapse as of such subsequent Performance-Based Shares Lapsing Date. All Performance-Based Shares that have restrictions that have not lapsed as of shall be forfeited.
Performance-Based Shares. In the event that the Participant’s service is terminated as a result of Participant’s death, Disability or Retirement during the Performance Period (as defined below) then the Performance-Based Shares will be eligible to vest on November 18, 2012 on a pro-rated basis, subject to the terms and conditions of The Hain Celestial Group, Inc. 2010-2014 Executive Incentive Plan, including the calculation of the Long-Term Incentive Award thereunder. For purposes of this Agreement, the “Performance Period” shall mean July 1, 2010 through June 30, 2012.
Performance-Based Shares. Except as provided in Sections 4, 5 and 6 hereof , the Performance-Based Shares shall vest fully on the second anniversary of the Grant Date based upon the attainment of the performance objectives established by the Committee (the “Performance Objectives”).
Performance-Based Shares. Upon and subject to approval by the Board of Directors of the Company or its Compensation Committee, Executive will receive a grant for 70,000 performance-based restricted shares. Of these, 40,000 will vest if, within 2 years of grant date, Executive accomplishes a clinical development milestone to be defined separately by the CEO. The second 30,000 will vest if, within the same 2 year period, a second successful milestone is achieved as defined by the CEO. In both cases the Board or CEO will determine that the milestones have been achieved to its or his satisfaction, which will in turn, cause the restrictions to lapse. Executive will be fully responsible for taxes incurred upon lapsing of restrictions on these shares.
Performance-Based Shares. The Restricted Period for the Performance-Based Shares shall lapse with respect to (i) one-third of the Performance-Based Shares on the first anniversary of the Date of Grant and subject to the achievement of performance goals established for fiscal [ ], (ii) one-third (1/3) on the second anniversary of the Date of Grant and subject to the achievement of performance goals established for fiscal [ ] and (iii) one-third (1/3) on the third anniversary of the Date of Grant subject to the achievement of performance goals established for fiscal [ ]. Performance goals will be established by the Compensation Committee for the fiscal periods indicated above. Participant’s employment with the Company is required in order for shares to vest on the Date of Grant in addition to meeting the performance goals.
Performance-Based Shares. Executive is hereby issued [____] shares of Stock that are initially unvested and that will be eligible to vest in accordance with Section 4(b) of the Agreement (the “Performance-Based Shares” and together with the Time-Based Shares, the “Award Shares”).
Performance-Based Shares. Participant is hereby issued [_______] shares of Stock that are initially unvested and that will be eligible to vest in accordance with Section 4(b) of the Agreement (the “Performance-Based Shares”; together with the Time-Based Shares, the “Award Shares”).
Performance-Based Shares. If the Participant’s continuous employment with the Company and its Affiliates is terminated by reason of Retirement, the Pro-Rated Number of Performance-Based Shares will vest on the Certification Date, subject to the proviso at the end of the next sentence. The “Pro-Rated Number of Performance-Based Shares” shall be (A) if the date of Retirement is prior to June 30, 2025, the product of (I) the number of Performance-Based Shares, subject to and in accordance with the attached Schedule A, that the Participant would have earned on the Certification Date if their continuous employment with the Company and its Affiliates had not terminated by reason of Retirement and (II) the quotient of (y) the number of days beginning with the first day of the Performance Period, as set forth in Schedule A, and ending on the date of the Participant’s Retirement and (z) 1,095, the number of days in the Performance Period or (B) if the date of Retirement is on or after June 30, 2025, the number of Performance-Based Shares, subject to and in accordance with the attached Schedule A, that the Participant would have earned on the Certification Date if their continuous employment with the Company and its Affiliates had not terminated by reason of Retirement.