Performance-Based Units. Executive’s Performance-Based Units shall vest on the earlier to occur of (i) the achievement by the [Pre-Combination] NM Members (and/or, without duplication, their direct and indirect parent entities) of the aggregate Cash-on-Cash Returns pursuant to the vesting schedule set forth on Appendix B (the “Milestone Condition”) or (ii) the satisfaction of a service-vesting condition pursuant to which the Performance-Based Units will vest with respect to 50% of such Performance-Based Units on March 7, 2023 and 50% of such Performance-Based Units on March 7, 2024 (the “Service Condition”); provided that Executive has not been Terminated prior to the earliest date on which vesting would occur. With respect to the Milestone Condition, there shall be no proportionate or partial vesting for levels of achievement of Cash-on-Cash Return between the performance thresholds set forth above, and all vesting shall occur on a cliff basis only to the extent that an applicable Cash-on-Cash Return threshold is achieved, and with respect to the Service Condition, except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth above and all vesting shall occur only on the applicable vesting date set forth above; provided, in each case, that Executive has not been Terminated prior to the applicable vesting date. For the avoidance of doubt, in the event that the applicable Cash-on-Cash Return is not achieved at any point in time, then the Performance-Based Units shall remain outstanding and eligible to continue to vest in accordance with this Section 3.2; provided that Executive has not been Terminated prior to the earliest date on which vesting would occur; and provided, further, that any Performance-Based Units that remain unvested at such time as the NM Members or their respective direct or indirect parent entities cease to control any Equity Securities of Pubco shall remain subject only to the satisfaction of the Service Condition.
Performance-Based Units. The Performance-Based Units that are the subject of this Agreement shall vest upon certification by the Manager of Management LLC that the “Profit Goal” (as defined in Section 9 herein) has been achieved, provided that the Participant has not incurred a Termination of Service prior to such certification.
Performance-Based Units. The Performance-Based Units subject to the Award shall be subject to the vesting requirements set forth in both Section 1.3.1 and Section 1.3.2.
Performance-Based Units. Up to fifty percent (50%) of the Class B Units subject to this Award (the “Performance-Based Units”) shall be eligible to vest upon the consummation of a Change of Control (or, if the Administrator determines to treat an Initial Public Offering as a Wind-Up Date, upon the consummation of an Initial Public Offering) as follows, in each case, provided that the Participant remains in continuous Service through the applicable date of the consummation of such Change of Control or Initial Public Offering, if applicable, and, in each case, rounded down to the nearest whole Class B Unit; provided, however, that if the Participant’s Service is terminated without Cause or due to the Participant’s death or disability, or if the Participant resigns for Good Reason (in each case pursuant to the terms of the Employment Agreement) within the one hundred and twenty (120)-day period preceding the execution of a definitive agreement that ultimately results in a Change of Control, the Performance-Based Units will remain eligible to vest upon such Change of Control:
Performance-Based Units. Executive’s Performance-Based Units shall vest based on the level of aggregate Cash-on-Cash Returns achieved by the Pre-Combination NM Members (and/or, without duplication, their direct and indirect parent entities) in accordance with the vesting schedule set forth on Appendix B; provided that Executive has not been Terminated prior to the date the applicable Cash-on-Cash Return is achieved. There shall be no proportionate or partial vesting for levels of achievement of Cash-on-Cash Return between the performance thresholds set forth above, and all vesting shall occur on a cliff basis only to the extent that an applicable Cash-on-Cash Return threshold is achieved; provided that Executive has not been Terminated prior to the date the applicable Cash-on-Cash Return is achieved. For the avoidance of doubt, in the event that the applicable Cash-on-Cash Return is not achieved at any point in time, then the Performance-Based Units shall remain outstanding and eligible to continue to performance vest upon a later achievement of the applicable Cash-on-Cash Returns; provided that Executive has not been Terminated prior to the date on which vesting occurs; and provided, further,
Performance-Based Units. Forty (40) of the Performance-Based Units that are the subject of this Agreement shall vest upon certification by the Manager of Management LLC that the “First Profit Goal” (as defined in Section 9 herein) has been achieved, provided that the Participant has not incurred a Termination of Service prior to such certification. An additional twenty (20) Performance-Based Units that are the subject of this Agreement shall vest upon certification by the Manager of Management LLC that the “Second Profit Goal” (as defined in Section 9) has been achieved, provided that the Participant has not incurred a Termination of Service prior to the date of such certification. Notwithstanding the foregoing, in no event shall any Performance-Based Units vest prior to August 1, 2008.
Performance-Based Units. Executive’s Performance-Based Units shall vest on the earlier to occur of (i) the achievement by the Pre-Combination NM Members (and/or, without duplication, their direct and indirect parent entities) of the aggregate Cash-on-Cash Returns pursuant to the vesting schedule set forth on Appendix B (the “Milestone Condition”) or
Performance-Based Units. The Target represents the number of Units you have the opportunity to receive based on the Company’s attainment of its annual performance goals. A portion of the Units will be awarded to you as soon as administratively feasible following each Fiscal Year during the Performance Period; the actual number of Units you receive will range from 80% to 120% of one third of the Target Units for the Performance Period, which will be determined by the Company in its sole discretion. You will be notified of the annual performance goals and the number of Units awarded to you if those goals are attained through separate written communications. Notwithstanding the preceding paragraph, if your employment is terminated during the Performance Period by reason of your death or Permanent Disability (as defined below), the number of units awarded to you will be the Target Units for the Performance Period.
Performance-Based Units. Except as may otherwise be provided in the Plan or this Agreement, the Performance-Based Units shall vest in the amounts set forth below, depending upon the Cumulative Adjusted Operating Income of the Reporting Unit, as follows:
Performance-Based Units. The Target represents the number of Units you have the opportunity to receive based on the Company’s attainment of its annual performance goals. On an annual basis during the Performance Period, a portion of the Units will be awarded to you as soon as administratively feasible following each Fiscal Year during the Performance Period and will be treated as Earned Units; the actual number of Units you receive will range from 80% to 120% of one third of the Target Units for the Performance Period, as listed on your Grant Summary, which will be determined by the Company in its sole discretion. You will be notified of the annual performance goals and the number of Earned Units awarded to you for each Fiscal Year if those goals are attained through separate written communications. Your Earned Units for each Fiscal Year during the Performance Period will accumulate until the end of the Performance Period. As of the last day of the Performance Period, the Company will adjust your number of Earned Units from 75% to 125% based on the Company’s TSR percentile ranking compared to the TSR ranking of individual companies included in the S&P North American Technology Sector Composite Index.. The target award payout is 100% of Earned Units at the 50th percentile ranking, 125% of Earned Units at or above the 75th percentile ranking, and 75% of Earned Units at or below the 25th percentile ranking. Payout is interpolated for results between these percentile rankings. TSR for each company shall be equal to Change in Stock Price plus Dividends Paid divided by the Beginning Stock Price. Beginning Stock Price shall mean the average closing price of one share of stock for the thirty trading days immediately prior to the first day of the Performance Period. The Ending Stock Price shall mean the average closing price of one share of stock for the thirty trading days immediately prior to the last day of the Performance Period. The Change in Stock Price shall mean the difference between the Beginning Stock Price and the Ending Stock Price. Dividends Paid shall mean the total of all dividends paid on one share of stock during the Performance Period. Percentile rank shall be equal to 1 - (R-1 / N-1) where “R” is the ranking of companies with the highest TSR to the lowest TSR and “N” is the number of comparators which continuously comprised the S&P North American Technology Sector Composite Index during the Performance Period. Notwithstanding the preceding, if your employment is termina...
