Performance Option. (A) If the Company achieves the applicable EBITDA targets as set forth for each of the Fiscal Years 2016 through 2018 as set forth on Schedule A attached hereto (each an “Annual Performance Target”), then the Performance Option shall be eligible to become vested and exercisable with respect to 33.3% of the Shares subject to such Option at the end of each such Fiscal Year; provided that: 1) In the event that that Annual Performance Target in respect of Fiscal Year 2017 is not achieved, but the Company’s EBITDA in respect of Fiscal Year 2017 is at least $ , then one-quarter (1/4) of the Performance Options eligible to vest in respect of Fiscal Year 2017 shall vest and become exercisable at the end of Fiscal Year 2017, and with respect of the remaining three-quarters (3/4) of the Performance Options eligible to vest in respect of Fiscal Year 2017 (the “Unvested 2017 Options”), one-half (1/2) of the such Unvested 2017 Options shall vest and become exercisable at the end of Fiscal Year 2019 if the Company’s EBITDA in respect of Fiscal Year 2019 is at least $ , and one-half (1/2) of the Unvested 2017 Options shall vest and become exercisable at the end of Fiscal Year 2020 if the Company’s EBITDA in respect of Fiscal Year 2020 is at least $ ; provided, that if the Cumulative Performance Target in respect of a subsequent Fiscal Year is achieved or exceeded, then any unvested portion of the Unvested 2017 Options shall vest and become exercisable at the end of such subsequent Fiscal Year; and 2) in the event that that Annual Performance Target in respect of Fiscal Year 2018 is not achieved, but the Company’s EBITDA in respect of Fiscal Year 2018 is at least $ , then one-quarter (1/4) of the Performance Options eligible to vest in respect of Fiscal Year 2018 shall vest and become exercisable at the end of Fiscal Year 2018, and with respect of the remaining three-quarters (3/4) of the Performance Options eligible to vest in respect of Fiscal Year 2018 (the “Unvested 2018 Options”), one-half (1/2) of the such Unvested 2018 Options shall vest and become exercisable at the end of Fiscal Year 2019 if the Company’s EBITDA in respect of Fiscal Year 2019 is at least $ , and one-half (1/2) of the Unvested 2018 Options shall vest and become exercisable at the end of Fiscal Year 2020 if the Company’s EBITDA in respect of Fiscal Year 2020 is at least $ ; provided, that if the Cumulative Performance Target in respect of a subsequent Fiscal Year is achieved or exceeded, then any unvested portion of the Unvested 2018 Options shall vest and become exercisable at the end of such subsequent Fiscal Year. (B) Notwithstanding the foregoing, in the event that the Annual Performance Target is not achieved in a particular Fiscal Year (a “Missed Year”), then that 33.3% portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its Annual Performance Target in the Missed Year shall nevertheless also vest and become exercisable at the end of any subsequent Fiscal Year if at the end of such subsequent Fiscal Year, the Cumulative Performance Target set forth on Schedule A for such Fiscal Year is achieved or exceeded. Any part of the Performance Option that does not vest pursuant to Section 3.1(a)(ii)(A) or (B) shall remain outstanding as an unvested Option subject to vesting pursuant to Section 3.1(b) until such Option otherwise terminates pursuant to this Agreement.
Appears in 1 contract
Samples: Stock Option Agreement (Gardner Denver Holdings, Inc.)
Performance Option. (A) If the Company achieves the applicable EBITDA targets as set forth for each of the Fiscal Years 2016 through 2018 2020 as set forth on Schedule A attached hereto (each an “Annual Performance Target”), then the Performance Option shall be eligible to become vested and exercisable with respect to 33.320% of the Shares subject to such Option at the end of each such Fiscal Year; provided that:
1) In the event that that the Annual Performance Target in respect of Fiscal Year 2017 is not achieved, but the Company’s EBITDA in respect of Fiscal Year 2017 is at least $ , then one-quarter (1/4) of the Performance Options eligible to vest in respect of Fiscal Year 2017 shall vest and become exercisable at the end of Fiscal Year 2017, and with respect of to the remaining three-quarters (3/4) of the Performance Options eligible to vest in respect of Fiscal Year 2017 (the “Unvested 2017 Options”), one-half (1/2) of the such Unvested 2017 Options shall vest and become exercisable at the end of Fiscal Year 2019 if the Company’s EBITDA in respect of Fiscal Year 2019 is at least $ , and one-half (1/2) of the Unvested 2017 Options shall vest and become exercisable at the end of Fiscal Year 2020 if the Company’s EBITDA in respect of Fiscal Year 2020 is at least $ ; provided, that if the Cumulative Performance Target in respect of a subsequent Fiscal Year is achieved or exceeded, then any unvested portion of the Unvested 2017 Options shall vest and become exercisable at the end of such subsequent Fiscal Year; and
2) in the event that that the Annual Performance Target in respect of Fiscal Year 2018 is not achieved, but the Company’s EBITDA in respect of Fiscal Year 2018 is at least $ , then one-quarter (1/4) of the Performance Options eligible to vest in respect of Fiscal Year 2018 shall vest and become exercisable at the end of Fiscal Year 2018, and with respect of to the remaining three-quarters (3/4) of the Performance Options eligible to vest in respect of Fiscal Year 2018 (the “Unvested 2018 Options”), one-half (1/2) of the such Unvested 2018 Options shall vest and become exercisable at the end of Fiscal Year 2019 if the Company’s EBITDA in respect of Fiscal Year 2019 is at least $ , and one-half (1/2) of the Unvested 2018 Options shall vest and become exercisable at the end of Fiscal Year 2020 if the Company’s EBITDA in respect of Fiscal Year 2020 is at least $ ; provided, that if the Cumulative Performance Target in respect of a subsequent Fiscal Year is achieved or exceeded, then any unvested portion of the Unvested 2018 Options shall vest and become exercisable at the end of such subsequent Fiscal Year.
(B) Notwithstanding the foregoing, in the event that the Annual Performance Target is not achieved in a particular Fiscal Year (a “Missed Year”), then that 33.320% portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its Annual Performance Target in the Missed Year shall nevertheless also vest and become exercisable at the end of any subsequent Fiscal Year if at the end of such subsequent Fiscal Year, the Cumulative Performance Target set forth on Schedule A for such Fiscal Year is achieved or exceeded. Any part of the Performance Option that does not vest pursuant to Section 3.1(a)(ii)(A) or (B) shall remain outstanding as an unvested Option subject to vesting pursuant to Section 3.1(b) until such Option otherwise terminates pursuant to this Agreement.
Appears in 1 contract
Samples: Stock Option Agreement (Gardner Denver Holdings, Inc.)
Performance Option. (A) If Subject to Optionee's continued employment with the Company achieves through the Vesting Date (defined below) and the Company's attainment of 100% of the applicable EBITDA targets Target (as set forth for each defined below) with respect to the fiscal year of the Fiscal Years 2016 through 2018 as set forth on Schedule A attached hereto (each an “Annual Performance Target”)Company that precedes the fiscal year during which the Vesting Date occurs, then the Performance Option shall be eligible to become vested and exercisable with respect to 33.3% of the Shares subject to such Option at the end of each such Fiscal Year; provided that:
1) In the event that that Annual Performance Target in respect of Fiscal Year 2017 is not achieved, but the Company’s EBITDA in respect of Fiscal Year 2017 is at least $ , then one-quarter (1/4) of the Performance Options eligible to vest in respect of Fiscal Year 2017 shall vest and become exercisable at as to one-third of the end shares of Fiscal Year 2017the underlying Performance Option (the "Annual Vesting Portion") on the last day of the fiscal first quarter of each of the 2006, 2007 and 2008 fiscal years of the Company (each a "Vesting Date"); provided, however that, if, the Company attains or exceeds 90% of the Target, but less than 100%, with respect of to any fiscal year, then the remaining three-quarters (3/4) of the Performance Options eligible to Annual Vesting Portion shall vest in respect of Fiscal Year 2017 (the “Unvested 2017 Options”), one-half (1/2) such fiscal year as follows: 50% of the such Unvested 2017 Options Annual Vesting Portion shall vest if 90% of Target is attained, and, for performance between 90% and become exercisable at 100% of Target, the end of Fiscal Year 2019 if the Company’s EBITDA in respect of Fiscal Year 2019 is at least $ , and one-half (1/2) remaining amount of the Unvested 2017 Options Annual Vesting Portion that vests shall vest and become exercisable at be determined using straight line interpolation. To the end of Fiscal Year 2020 if the Company’s EBITDA in respect of Fiscal Year 2020 is at least $ ; provided, extent that if the Cumulative Performance Target in respect of a subsequent Fiscal Year is achieved or exceeded, then any unvested portion of the Unvested 2017 Options Annual Vesting Portion does not vest on the applicable Vesting Date as provided in this Section 2, such portion shall vest and become exercisable at be forfeited. In no event later than 90 days after the end commencement of such subsequent Fiscal Year; and
2) in the event that that Annual Performance Target in respect each fiscal year of Fiscal Year 2018 is not achieved, but the Company’s EBITDA in respect of Fiscal Year 2018 is at least $ , then one-quarter (1/4) of the Performance Options eligible to vest in respect of Fiscal Year 2018 Committee shall vest and become exercisable at the end of Fiscal Year 2018, and with respect of the remaining three-quarters (3/4) of the Performance Options eligible to vest in respect of Fiscal Year 2018 establish a Company performance target (the “Unvested 2018 Options”)"Target") for such fiscal year, one-half (1/2) which may consist of the such Unvested 2018 Options shall vest and become exercisable at the end of Fiscal Year 2019 if the Company’s EBITDA in respect of Fiscal Year 2019 is at least $ , and one-half (1/2) of the Unvested 2018 Options shall vest and become exercisable at the end of Fiscal Year 2020 if the Company’s EBITDA in respect of Fiscal Year 2020 is at least $ ; provided, that if the Cumulative Performance Target in respect of a subsequent Fiscal Year is achieved one or exceeded, then any unvested portion of the Unvested 2018 Options shall vest and become exercisable at the end of such subsequent Fiscal Year.
(B) more performance measurements. Notwithstanding the foregoing, in the event that the Annual Performance Target is not achieved in a particular Fiscal Year (a “Missed Year”), then that 33.3% portion with respect to each of the Performance Option that was eligible to vest but failed to vest due to 2005, 2006 and 2007 fiscal years of the Company’s failure , the Committee shall have sole discretion to achieve its Annual Performance determine whether the applicable Target in has been met as of the Missed Year shall nevertheless also vest and become exercisable at the end of any subsequent Fiscal Year if at the end last day of such subsequent Fiscal Year, the Cumulative Performance Target set forth on Schedule A for such Fiscal Year is achieved or exceeded. Any part and any Annual Vesting Portion shall be deemed vested as of the Performance Option that does not vest pursuant Vesting Date only to Section 3.1(a)(ii)(Athe extent of attainment of the Target as certified by the Committee. The Target and its constituent performance measurements may be equitably adjusted by the Committee in its sole discretion to reflect a Change in Control (as defined in the Plan) or (B) and other corporate events, including, without limitation, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, other relevant changes in capitalization, extraordinary non-recurring events, acquisitions, divestitures and other corporate changes. Vesting shall remain outstanding as an unvested Option subject to vesting pursuant to Section 3.1(b) until such Option otherwise terminates pursuant to this Agreementoccur only in whole shares.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Playtex Products Inc)
Performance Option. (A) If the Company achieves the applicable EBITDA targets as set forth for each of the Fiscal Years 2016 through 2018 as set forth on Schedule A attached hereto (each an “Annual Performance Target”), then the The Performance Option shall be eligible to become vested and exercisable with respect as to 33.320% of the Shares subject to such Option at on the end last day of each such of the five Fiscal Years ending after the Grant Date (e.g., the first 20% installment of vesting will be eligible to occur on the last day of the 2012 Fiscal Year; provided that:
1) In ), if the event that that Annual Performance Target Company, on a consolidated basis, achieves its annual EBITDA targets as established by the Board for each fiscal year and/or as subsequently formalized in respect of Fiscal Year 2017 is not achieved, but the Company’s long range plan (each an “Annual EBITDA in respect of Target”) for the given Fiscal Year 2017 Year. This annual vesting method is at least $ , then one-quarter (1/4) of the Performance Options eligible hereby referred to vest in respect of Fiscal Year 2017 shall vest and become exercisable at the end of Fiscal Year 2017, and with respect of the remaining three-quarters (3/4) of the Performance Options eligible to vest in respect of Fiscal Year 2017 (as the “Unvested 2017 Options”), one-half (1/2) Primary Vesting Method.” The definition and determination of the such Unvested 2017 Options shall vest and become exercisable at the end of Fiscal Year 2019 if the Company’s EBITDA in respect of Fiscal Year 2019 is at least $ , and one-half (1/2) of the Unvested 2017 Options shall vest and become exercisable at the end of Fiscal Year 2020 if the Company’s EBITDA in respect of Fiscal Year 2020 is at least $ ; provided, that if the Cumulative Performance Target in respect of a subsequent Fiscal Year is achieved or exceeded, then any unvested portion of the Unvested 2017 Options shall vest and become exercisable at the end of such subsequent Fiscal Year; and
2) in the event that that Annual Performance Target in respect of Fiscal Year 2018 is not achieved, but the Company’s EBITDA in respect of Fiscal Year 2018 is at least $ , then one-quarter (1/4) of the Performance Options eligible as set forth on Schedule A to vest in respect of Fiscal Year 2018 shall vest and become exercisable at the end of Fiscal Year 2018, and with respect of the remaining three-quarters (3/4) of the Performance Options eligible to vest in respect of Fiscal Year 2018 (the “Unvested 2018 Options”), one-half (1/2) of the such Unvested 2018 Options shall vest and become exercisable at the end of Fiscal Year 2019 if the Company’s EBITDA in respect of Fiscal Year 2019 is at least $ , and one-half (1/2) of the Unvested 2018 Options shall vest and become exercisable at the end of Fiscal Year 2020 if the Company’s EBITDA in respect of Fiscal Year 2020 is at least $ ; provided, that if the Cumulative Performance Target in respect of a subsequent Fiscal Year is achieved or exceeded, then any unvested portion of the Unvested 2018 Options shall vest and become exercisable at the end of such subsequent Fiscal Yearthis Agreement.
(B) Notwithstanding In addition to the foregoing, in the event that the an Annual Performance EBITDA Target is not achieved in a particular Fiscal Year Year, but the cumulative EBITDA target as established by the Board for each fiscal year and/or as subsequently formalized in the Company’s long range plan (each, a “Missed Cumulative EBITDA Target”) for such particular Fiscal Year is achieved, then 20% of the Shares subject to the Performance Option shall become vested and exercisable on the last day of such Fiscal Year. This vesting method is hereby referred to as the “Secondary Vesting Method.”)
(C) Notwithstanding any of the foregoing, in the event that neither the Annual EBITDA Target nor the Cumulative EBITDA Target is achieved in a particular Fiscal Year, then that 33.3% portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve either its Annual Performance EBITDA Target or its Cumulative EBITDA Target in the Missed such particular Fiscal Year shall nevertheless also vest and become exercisable at exercisable, if the end of Company achieves its Cumulative EBITDA Target in any subsequent Fiscal Year if Year, at the end of such subsequent Fiscal Year, . This vesting method is hereby referred to as the Cumulative Performance Target set forth on Schedule A “Missed Year Catch-up Vesting.” See Appendix I for such Fiscal Year is achieved or exceeded. Any part examples of the Performance Option that does not vest pursuant to Section 3.1(a)(ii)(A) or (B) shall remain outstanding as an unvested Option subject to vesting pursuant to Section 3.1(b) until such Option otherwise terminates pursuant to this AgreementPrimary Vesting Method, Secondary Vesting Method and the Missed Year Catch-up Vesting.
Appears in 1 contract
