Performance Criteria for Vesting Clause Samples

Performance Criteria for Vesting. Unless earlier vested under subsection (b) below, or forfeited pursuant to this Agreement, the Performance-Based Restricted Stock Units shall vest upon satisfaction of the performance criteria outlined in this Section 2(a). [] percent ([]%) of the Performance-Based Restricted Stock Units covered by this Agreement shall vest based on the achievement of the Stock Price Hurdle and [] percent ([]%) of the Performance-Based Restricted Stock Units covered by this Agreement shall vest based on the achievement of the ROIC Hurdle. The achievement of each Hurdle will be evaluated separately from the other Hurdle. Depending on the timing of the attainment of the Stock Price Hurdle, as described in clause (i) below, a portion of the shares of Common Stock issuable upon vesting and settlement may be subject to transfer restrictions. At settlement, each Performance-Based Restricted Stock Unit shall be converted into the right to receive one share of Common Stock on the date or dates specified in this Section 2(a).

Performance Criteria for Vesting. Unless earlier vested under subsection (b) below, or forfeited pursuant to this Agreement, the Performance Restricted Stock Units shall vest upon satisfaction of the performance criteria outlined in this Section 2(a). Depending on the timing of the attainment of the performance conditions, as described in (i) and (ii) below, vested awards may be subject to delayed settlement or the shares issued upon settlement may be subject to sales restrictions. At settlement, each Performance Restricted Stock Unit shall be converted into the right to receive one share of Common Stock on the date or dates specified in this Section 2(a). (i) If the volume weighted average trading price of a share of Common Stock over any period of twenty (20) consecutive trading days that begins during the three year period commencing on the Grant Date (each such period of trading days referred to herein as a “Trading Period”) is equal to or greater than $11.74, then fifty percent (50%) of the Performance Restricted Stock Units granted under this Agreement shall vest as of the last day of such Trading Period. Each Performance Restricted Stock Unit that vests pursuant to this Section 2(a)(i) shall be converted into the right to receive one share of Common Stock to be delivered on or as soon as practicable (but no later than thirty (30) days) after the later of (A) the last day of such Trading Period or (B) the first (1st) anniversary of the Grant Date. Notwithstanding the above, if vesting under this Section 2(a)(i) occurs on or before December 31st of the calendar year in which the Performance Restricted Stock Units are granted, settlement of the vested units will occur no later than March 15th of the following calendar year. (ii) If the volume weighted average trading price of a share of Common Stock over any Trading Period is equal to or greater than $13.50, then the remaining fifty percent (50%) of the Performance Restricted Stock Units granted under this Agreement that have not already vested pursuant to Section 2(a)(i) above shall vest as of the last day of such Trading Period. Each Performance Restricted Stock Unit that vests pursuant to this Section 2(a)(ii) shall be converted into the right to receive one share of Common Stock to be delivered on or as soon as practicable (but no later than sixty (60) days) after the earlier of (A) the third (3rd) anniversary of the Grant Date or (B) Employee’s separation from service (as defined under Section 409A of the Code).