Performance Objectives; Lapse of Restrictions Sample Clauses

Performance Objectives; Lapse of Restrictions. Except as otherwise provided in Sections 4 and 5 hereof, the “Restricted Period” with respect to the Performance Based Restricted Stock means the period beginning on the Date of Grant and expiring on the third anniversary of the Date of Grant, but only if (a) and to the extent the Company has achieved the performance targets set forth on Exhibit A (and the other terms and conditions set forth herein have been met) as determined by the Committee, and (b) subject to Sections 4 or 5 hereof, you have remained in service with the Company (or any of its Affiliates) continuously until that date; provided, that if later, the Restricted Period shall end on the date on which the Committee’s determination set forth in (a) above is effective. Any Shares of Performance Based Restricted Stock with respect to which the Restricted Period does not expire as provided above shall be canceled not later than the date on which such determination is effective.
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Performance Objectives; Lapse of Restrictions. 3.1 Subject to your continued employment through the applicable vesting date and the satisfaction of the Tranche 1 Milestone set forth on Exhibit A hereto (the “Tranche 1 Milestone”), (a) 27,778 Shares shall vest on the later of May 21, 2019 and the date that the Tranche 1 Milestone is satisfied, (b) 27,778 Shares shall vest on the later of May 21, 2020 and the date that the Tranche 1 Milestone is satisfied, and (c) 27,777 Shares shall vest on the later of May 21, 2021 and the date that the Tranche 1 Milestone is satisfied. 3.2 Subject to your continued employment through the applicable vesting date and the satisfaction of the Tranche 2 Milestone set forth on Exhibit A hereto (the “Tranche 2 Milestone”), (a) 27,778 Shares shall vest on the later of May 21, 2019 and the date that the Tranche 2 Milestone is satisfied, (b) 27,778 Shares shall vest on the later of May 21, 2020 and the date that the Tranche 2 Milestone is satisfied, and (c) 27,777 Shares shall vest on the later of May 21, 2021 and the date that the Tranche 2 Milestone is satisfied. 3.3 Subject to your continued employment through the applicable vesting date and the satisfaction of the Tranche 3 Milestone set forth on Exhibit A hereto (the “Tranche 3 Milestone”), (a) 27,778 Shares shall vest on the later of May 21, 2019 and the date that the Tranche 3 Milestone is satisfied, (b) 27,778 Shares shall vest on the later of May 21, 2020 and the date that the Tranche 3 Milestone is satisfied, and (c) 27,778 Shares shall vest on the later of May 21, 2021 and the date that the Tranche 3 Milestone is satisfied. 3.4 Except as provided in Sections 4, 5 and 6 hereof, upon the termination of your employment, you immediately shall forfeit any unvested portion of the Award.
Sample 1
Performance Objectives; Lapse of Restrictions. 3.1 The Award is subject to the Company attaining at least one of the following “Performance Objectives” (herein so called): (i) the Company’s “income per share from continuing operations for the fiscal year” in which granted, as reported by the Company in its earnings release for such fiscal year, shall be not less than the amount which is seventy-five percent (75%) of the low end of the projected “income per share from continuing operations for the fiscal year” in which granted as stated in the Company’s Current Report on Form 8-K filed with the SEC for the current fiscal year and/or (ii) the Company’s “net operating revenue for the fiscal year” in which granted, as reported by the Company in its earnings release for such fiscal year, shall be not less than the amount which is ninety percent (90%) of the low end of the projected “net operating revenue for the fiscal year” in which granted as stated in the Company’s Current Report on Form 8-K filed with the SEC for the current fiscal year. The Performance Objectives shall be adjusted upward or downward in the event the Company enters into one or more material acquisition or divestiture transactions and as a result thereof or in connection therewith files one or more Current Reports on Form 8-K issuing revised guidance to investors projecting a higher or lower “income per share from continuing operations for the fiscal year” in which granted and/or a higher or lower “net operating revenue for the fiscal year” in which granted (but only to the extent such change in guidance is attributable to the material acquisition and/or divestiture transactions). The adjusted Performance Objectives shall be seventy-five percent (75%) of the low end of the range of revised projected “income per share from continuing operations for fiscal year” in which granted and/or ninety percent (90%) of the low end of the revised projected “net operating revenue for the fiscal year” in which granted. For purposes of this Agreement, “material acquisition” or “material divestiture” transaction shall mean any single transaction or series of related transactions in which the consideration exceeds fifteen percent (15%) of the Company’s assets on a consolidated basis. The computation of “income per share from continuing operations” shall be adjusted for Changes in Capitalization (as defined in the Plan). 3.2 Except as provided in Sections 4, 5 and 6 hereof, if neither of the Performance Objectives is attained, the Award shall lapse in its ...
Sample 1
Performance Objectives; Lapse of Restrictions. 3.1 The Award is subject to the Company attaining at least one of the following “Performance Objectives” (herein so called): (i) the Company attains synergies (as determined by the Committee)(“Synergies”) from the acquisition of Health Management Associates, Inc. (the “Acquisition”) of $80 million during the period beginning February 1, 2014 and ending January 31, 2015; (ii) the Company attains Synergies from the Acquisition of at least $150 million during the period beginning February 1, 2014 and ending January 31, 2016; and/or (iii) the Company attains Synergies from the Acquisition of at least $200 million during the period beginning February 1, 2014 and ending January 31, 2016. 3.2 Except as provided in Sections 4, 5 and 6 hereof, if none of the Performance Objectives are attained, the Award shall lapse in its entirety. 3.3 Except as provided in Sections 4, 5 and 6 hereof: (a) If the Performance Objective set forth in Section 3.1(i) is attained, one-third (1/3) of the number of Shares of Performance Based Restricted Stock issued hereunder (rounded to the nearest whole Share, if necessary) shall vest (subject to verification by the Committee) on the first anniversary of the Date of Grant; and (i) if the Performance Objective set forth in Section 3.1(ii) is attained but the Performance Objective set forth in Section 3.1(iii) is not attained, one-half of the total original Award shall lapse and one-half of the unvested remainder of the Award (rounded to the nearest whole Share, if necessary) shall vest on each of the second and third anniversaries of the Date of Grant; (ii) if the Performance Objective set forth in Section 3.1(iii) is attained, one-third of the total original Award (rounded to the nearest whole Share, if necessary) shall vest on each of the second and third anniversaries of the Date of Grant; or (iii) if neither of the Performance Objectives set forth in Section 3.1(ii) or (iii) is attained, the remainder of the Award shall lapse in its entirety. (b) If the Performance Objective set forth in Section 3.1(i) is not attained, but; (i) the Performance Objective set forth in Section 3.1(ii) is attained (but not the Performance Objective set forth in Section 3.1(iii)), one-half of the total original Award (less the portion of the Award that has previously vested) (rounded to the nearest whole Share, if necessary) shall vest on each of the second and third anniversaries of the Date of Grant and one-half of the total original Award shall lapse; o...
Sample 1
Performance Objectives; Lapse of Restrictions. 3.1 The Award is subject to the Company attaining at least one of the “Performance Objectives” (herein so called) that the Committee shall have contemporaneously herewith established (or otherwise establishes with the time periods specified by Section 162(m) of the Code). 3.2 Except as provided in Sections 4, 5 and 6 hereof, if none of the Performance Objectives are attained, the Award shall lapse in its entirety. 3.3 Except as provided in Sections 4, 5 and 6 hereof, if at least one of the Performance Objectives is attained, one-third (1/3) of the number of Shares of Performance Based Restricted Stock issued hereunder (rounded to the nearest whole Share, if necessary) shall vest, and the restrictions with respect to such Performance Based Restricted Stock shall lapse, on each of the first three (3) anniversaries of the Date of Grant.
Sample 1

Related to Performance Objectives; Lapse of Restrictions

  • PERFORMANCE OBJECTIVES 4.1 The Performance Plan (Annexure A) sets out- 4.1.1 the performance objectives and targets that must be met by the Employee; and 4.1.2 the time frames within which those performance objectives and targets must be met. 4.2 The performance objectives and targets reflected in Annexure A are set by the Employer in consultation with the Employee and based on the Integrated Development Plan, Service Delivery and Budget Implementation Plan (SDBIP) and the Budget of the Employer, and shall include key objectives; key performance indicators; target dates and weightings. 4.2.1 The key objectives describe the main tasks that need to be done. 4.2.2 The key performance indicators provide the details of the evidence that must be provided to show that a key objective has been achieved. 4.2.3 The target dates describe the timeframe in which the work must be achieved. 4.2.4 The weightings show the relative importance of the key objectives to each other. 4.3 The Employee’s performance will, in addition, be measured in terms of contributions to the goals and strategies set out in the Employer’s Integrated Development Plan.

  • Vesting and Lapse of Restrictions Subject to Sections 2.2(a) and 2.2(c), the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth on the Grant Notice.

  • Lapse of Restrictions If, for any reason, Shares are issued to the Employee within six months of the Grant Date, the Employee agrees that he or she will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.

  • Performance Shares Each Performance Share is a bookkeeping entry that records the equivalent of one Share. Upon the vesting of the Performance Shares as provided in Section 2, the vested Performance Shares will be settled as provided in Section 3.

  • Scope of Restrictions If the scope of any restriction contained in any preceding paragraphs of this Agreement is deemed too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and Employee hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

  • Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.

  • Forfeiture of Restricted Stock Units i. If the Participant’s employment is terminated by reason of the Retirement of the Participant before October 1, <Year_of_Grant>, then the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or death, any Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

  • Forfeiture of Restricted Stock In addition to the circumstance described in Section 9(a) hereof, any and all shares of Restricted Stock which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company upon the termination by the Grantee, the Company or its subsidiaries of the Grantee’s employment for any reason other than those set forth in Section 4 or other than without “Cause” prior to the date on which such shares of Restricted Stock would otherwise vest. All or any portion of the Restricted Stock may be forfeited by the Grantee prior to vesting at his or her sole discretion.

  • Forfeiture of Restricted Shares Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.

  • Award of Restricted Shares The Committee hereby awards to the Awardee [insert # of shares] Restricted Shares. All such Restricted Shares shall be subject to the restrictions and forfeiture provisions contained in Sections 4, 5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

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