Performance-Based Stock Units. In accordance with the approval of the Compensation, Nominating and Governance Committee (the "CNG Committee") of even date herewith and subject to the terms and conditions of the Amended and Restated 1994 Equity Incentive Plan (the “Plan”) and the Stock Unit Agreement that the Company shall provide to Executive (which shall be substantially in the form attached as Exhibit B to this Second Amendment), and in addition to any other equity awards for which Executive may be eligible, the CN&G Committee hereby grants to Executive 120,000 common stock units (the "Performance-Based Stock Units"), which shall vest upon the Company's achievement of one or more of the milestones set forth on Exhibit A to this Second Amendment. Executive must be employed by the Company as of the date that a milestone is achieved to be entitled to the vesting of the Performance-Based Stock Units associated with that milestone. Notwithstanding the foregoing, if there is (i) a Change of Control as defined in Section 6 of the Employment Agreement, and (ii) the Company terminates Executive’s employment without Cause (as defined in Section 5.2 of the Employment Agreement), or is deemed to terminate Executive’s employment without Cause, within the period commencing three months prior to the latest possible date of a Change of Control and ending one year after the latest possible date of a Change of Control, then the Severance Package set forth in Section 5.1.1 of the Employment Agreement shall, to the extent not previously vested or paid, incrementally include 120,000 Performance-Based Stock Units, which shall vest on the Termination Date without regard to the milestones set forth on Exhibit A, provided that Executive satisfies all conditions precedent to receiving the Severance Package as set forth in Section 5.1.1 of the Agreement. For avoidance of doubt, a termination without Cause occurring during within the period commencing three months prior to the latest possible date of a Change of Control and ending one year after the latest possible date of a Change of Control shall include a Deemed Termination as that term is defined in Section 5.1.2 of the Employment Agreement. Payment of the Performance-Based Stock Units as part of the Severance Package shall cancel this award.
Performance-Based Stock Units. On the Grant Date, the Company will grant you an award of performance-based restricted stock units to acquire such “target” number of shares of the Company’s common stock equal to One Million Dollars ($1,000,000) divided by the average daily closing price of the Company’s common stock on the Nasdaq Global Market for the 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxx Xxxxxxxxx, XX 00000 | T: 650.243.6302 | F: 650.243.6301 thirty trading days ending on the day immediately prior to the Grant Date, rounded up to the nearest whole share (the “PSU”) under the 2013 Plan. The PSU will be subject to the same terms and conditions, including performance metrics and vesting requirements, as the PSUs granted to certain of the Company’s executive officers in February 2021 (the “2021 PSUs”). The PSU will be further subject to the terms and conditions set forth in the applicable award agreement between you and the Company, the 2013 Plan and the Severance Agreement.
Performance-Based Stock Units. At or immediately prior to the Effective Time, each outstanding performance-based restricted stock unit of the Company (each, a “Company PSU”) under any Employee Plan, whether or not vested, and whether settleable in shares of Company Stock or cash, shall be canceled, and the Company shall pay each such holder at or promptly after the Effective Time for each such Company PSU an amount in cash equal to the Merger Consideration per share of Company Stock (the “Company PSU Consideration”).
Performance-Based Stock Units. At the Effective Time, each then outstanding award of performance share units of the Company (each, a “Company PSU Award”) under any Employee Plan, whether or not vested, and whether settleable in shares of Company Stock or cash, shall, in accordance with such Employee Plan and without any required action on the part of Parent, the Company or the holder thereof, be canceled, and the Company shall pay each such holder at or promptly after the Effective Time an amount in cash equal to (i) the Merger Consideration per share of Company Stock multiplied by (ii) the target number of performance share units subject to such Company PSU Award (the “Company PSU Consideration”), less any required withholding Taxes under Applicable Law.
Performance-Based Stock Units. Subject to the approval of the Compensation, Nominating and Governance Committee (the “CNG Committee”) and subject to the terms and conditions of the Plan and the Stock Unit Agreement that the Company shall provide to Executive (which shall be substantially in the form attached as Exhibit B to the Amendment), and in addition to any other equity awards for which Executive may be eligible, Executive shall be eligible to receive a grant of a maximum of 390,000 shares of the Company’s common stock (the “Performance-Based Stock Units”), which shall vest in two tranches based on the Company’s achievement of each of the milestones set forth on Exhibit A to this Amendment. Executive must be employed by the Company as of the date each milestone is achieved to be entitled to the vesting of the Performance-Based Stock Units associated with that milestone. Notwithstanding the foregoing, if a Deemed Termination occurs after the price of the Company’s common stock has averaged at or above a target price and for a duration established by the CNG Committee, then the Severance Package set forth in Section 5.1.1 of the Agreement shall incrementally include 300,000 Performance-Based Stock Units, which shall vest on the Termination Date (the remaining 90,000 Performance-Based Stock Units shall be forfeited), provided that Executive satisfies all conditions precedent to receiving the Severance Package as set forth in Section 5.1.1 of the Agreement.
Performance-Based Stock Units. During the Term of Employment, the Executive shall receive an annual grant of performance-based Stock Units, providing a contingent right to receive shares of Common Stock (as defined in the Stock Incentive Plan), conditioned upon the Corporation's achievement of performance metrics described in this Section 5.3, under the Stock Incentive Plan and subject to the terms of this Agreement and a separate performance-based stock unit agreement which shall be executed by the Executive and the Corporation in substantially the form of Exhibit A hereto (the “Performance-Based Stock Unit Agreement”). Such Stock Units are also referred to as “Performance Units” for purposes of this Agreement.
Performance-Based Stock Units. Subject to the approval of the Compensation, Nominating and Governance Committee (the “CNG Committee”) of even date herewith and subject to the terms and conditions of the Plan and the Stock Unit Agreement that the Company shall provide to Executive (which shall be substantially in the form attached as Exhibit B to this Amendment), and in addition to any other equity awards for which Executive may be eligible, Executive shall be eligible to receive a grant of 50,000 shares of the Company’s common stock (the “Performance-Based Stock Units”), which shall vest based on the Company’s achievement of the milestone set forth in Exhibit A to this Amendment. Executive must be employed by the Company as of the date the milestone is achieved to be entitled to the vesting of the Performance-Based Stock Units associated with that milestone.
Performance-Based Stock Units. Subject to the approval of the Compensation, Nominating and Governance Committee (the “CNG Committee”) of even date herewith and subject to the terms and conditions of the Plan and the Stock Unit Agreement that the Company shall provide to Executive (which shall be substantially in the form attached as Exhibit B to this Amendment), and in addition to any other equity awards for which Executive may be eligible, Executive shall be eligible to receive a grant of 50,000 shares of the Company’s common stock (the “Performance-Based Stock Units”), which shall vest based on the Company’s achievement of the milestone set forth in Exhibit A to this Amendment. Executive must be employed by the Company as of the date the milestone is achieved to be entitled to the vesting of the Performance-Based Stock Units associated with that milestone. Notwithstanding the foregoing, if Executive is terminated without Cause after the price of the Company’s common stock has averaged at or above a target price and for a duration established by the CNG Committee, then the Severance Package set forth in Section 5.1.1 of the Agreement shall also include the 50,000 Performance-Based Stock Units referenced herein, which shall vest on the Termination Date.
Performance-Based Stock Units. At or immediately prior to the Effective Time, to the extent required or permitted by the applicable Employee Plan, each outstanding performance-based restricted stock unit of the Company (each, a “Company PSU”) under any Employee Plan, whether or not vested, shall be canceled, and the Company shall pay each such holder at or promptly after the Effective Time for each Company PSU an amount in cash determined by multiplying (i) the Merger Consideration per share of Company Stock by (ii) the number of Company PSUs such holder would have been entitled to if such Company PSU award had vested at its “target” level.
Performance-Based Stock Units. Mx. Xxxxx’x 25,000 Colfax employee stock units granted under the Stock Incentive Plan on May 7, 2008 subject to performance criteria, which already have been achieved, and currently unvested based on additional service vesting criteria, shall, as of the Effective Date of this Agreement, become fully and immediately vested. With respect to such stock units becoming vested, the Company will withhold from the shares deliverable to Mx. Xxxxx the number of shares necessary to satisfy the minimum statutory federal and state tax withholding requirements which the Company determines are applicable in connection with such vesting and issuance of common stock of the Company.
