Performance Restricted Stock Units Clause Samples
The Performance Restricted Stock Units clause defines the terms under which an employee or recipient is granted restricted stock units (RSUs) that vest based on the achievement of specific performance goals. Typically, these RSUs are awarded as part of an incentive plan and only become the recipient's property if certain company or individual performance targets are met within a set timeframe. This clause ensures that equity compensation is directly tied to measurable results, aligning the interests of the recipient with the company's objectives and motivating high performance.
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Performance Restricted Stock Units. Subject to approval by the Board, on the date determined in accordance with the Company’s established policy Executive shall be granted an award of that number of restricted stock units (the “Performance RSUs”) determined by dividing (i) $1,000,000 by (ii) the closing trading price per share of the Company’s common stock as of the date of grant. The Performance RSUs shall vest in accordance with the achievement, if any, of certain performance goals established by the Board and set forth in the agreement evidencing the Performance RSUs over a two (2) year period from the Effective Date, subject to Executive’s continuous service to the Company through the applicable vesting date. The Performance RSUs shall otherwise be subject to the terms of the plan pursuant to which they are granted and/or an award agreement to be entered into between Executive and the Company.
Performance Restricted Stock Units. The Restricted Stock Units are Performance Awards and will become vested if and to the extent the service and performance vesting conditions set forth in Section 2 are satisfied. To the extent so vested, each Restricted Stock Unit represents an unfunded, unsecured right of the Grantee to receive one Share at a specified time.
Performance Restricted Stock Units. In order to encourage the Participant’s contribution to the successful performance of the Company, and in consideration of the covenants and promises of the Participant herein contained, the Company hereby grants to the Participant as of the Date of Grant, an Award of «M___of_Shares_Granted» Performance Restricted Stock Units (the “Performance Shares”), which may be converted into the number of shares of Common Stock of the Company equal to the number of vested Performance Shares, subject to the conditions and restrictions set forth below and in the Plan.
Performance Restricted Stock Units. The total number of PRSUs subject to this Award will be determined in a range of [ ]% to [ ]% of the Target Amount set forth above, subject to the terms and conditions set forth below.
(a) The extent to which the Award is eligible to vest based on performance shall be determined by multiplying the Target Amount by the applicable vesting percentage, with the applicable vesting percentage determined in accordance with the chart below based on the Company’s [ ]: [ ] Performance If the Company’s [ ] is: Less than [ ] [ ] [ ] [ ] [ ] or more Then the applicable vesting percentage is: [ ]% [ ]%(Threshold and Target) [ ]% [ ]% [ ]%(Maximum) If the Company’s [ ] is greater than [ ] and less than [ ], and between two performance levels in the table above, the applicable vesting percentage will be determined on a straight-line basis for performance between those two levels. For the avoidance of doubt, in no event shall the applicable vesting percentage exceed [ ]%, and the applicable vesting percentage shall be [ ]% if the Company’s [ ] is less than [ ]. For these purposes, “[ ]” means the Company’s [ ]. The Administrator shall equitably and proportionately adjust the [ ] performance levels set forth in the chart above (or the level of [ ] obtained, as the case may be) to the extent, if any, it determines appropriate to preserve the intended incentives and mitigate the impact of any merger, acquisition, or disposition, or any change in the methodology for determining [ ].
(b) The number of PRSUs determined to be eligible to vest based on performance pursuant to Section 1 of this Exhibit A shall vest on [ ] (the “Vesting Date”) if both of the following conditions are satisfied: (i) there has not been a termination of the Employee’s employment prior to the Vesting Date (regardless of the reason for such termination, whether initiated by the Company or by the Employee); and (ii) the Employee has maintained a performance rating of “Meets Expectations” or better from the Company for both the 2025 and 2026 performance rating years to be eligible for the full value granted. If employees do not meet the minimum performance thresholds in subsection (ii), a deduction of up to [ ]% will be applied to the final equity award. If all such vesting conditions are satisfied, the number of PRSUs determined to be eligible to vest based on performance pursuant to Section 1 of this Exhibit A shall be the “Earned PRSUs”.
(c) Any PRSUs that are not eligible to vest based on performance pu...
Performance Restricted Stock Units. You are hereby awarded, on the Grant Date, [NUMBER] PRSUs (“Target PRSU Award”).
Performance Restricted Stock Units. (a) In order to encourage the Participant’s contribution to the successful performance of the Company, and in consideration of the covenants and promises of the Participant herein contained, the Company hereby grants to the Participant as of the Date of Grant, an Award of «M___of_Shares_Granted» Restricted Stock Units subject to performance conditions (the “Performance Shares”), which will be converted into a number of shares of Common Stock of the Company equal to the number of vested Performance Shares or into an equivalent amount of cash, subject to the conditions and restrictions set forth below and in the Plan. The Performance Shares granted hereunder shall constitute a Performance Award within the meaning of the Plan.
Performance Restricted Stock Units. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Common Shares or Performance Restricted Stock Units, each Performance Restricted Stock Unit outstanding immediately prior to the Effective Time (whether vested or unvested) that (i) was granted on or after June 1, 2014, or that per its terms provides for “double-trigger” vesting (a “Rollover Performance Restricted Stock Unit”) shall be converted into a number of shares of time‑vested restricted stock denominated in Parent Topco Shares (a “Parent Topco Restricted Stock”), equal to the product (rounded down to the nearest whole number) of (x) the number of Common Shares subject to such Rollover Performance Restricted Stock Unit determined by assuming that performance for the full or cumulative performance period is the higher of the target and actual performance (as determined by the Company based upon actual financial performance up until the Closing, and shall not include any discretionary adjustments) multiplied by (y) the Equity Award Conversion Ratio; except as specifically provided above, each such share of Parent Topco Restricted Stock shall continue to be governed by the same terms and conditions (including regular and “double trigger” change in control vesting terms) as were applicable to the applicable Rollover Performance Restricted Stock Unit immediately prior to the Effective Time, and that the level of performance for such share of Parent Topco Restricted Stock will be permanently fixed at the level described in this clause (i) and (ii) is not a Rollover Performance Restricted Stock Unit, shall be fully vested and shall be canceled and converted into the right to receive an amount in cash (without interest and less any applicable Taxes required to be withheld in accordance with Section 4.2(e) with respect to such payment) determined by multiplying (A) the Merger Consideration by (B) the number of Common Shares subject to such Performance Restricted Stock Unit determined by assuming that performance for the full or cumulative performance period is the higher of the target and actual performance (as determined by the Company based upon actual financial performance up until the Closing and shall not include any discretionary adjustments).
Performance Restricted Stock Units. (a) In order to encourage the Participant’s contribution to the successful performance of the Company, and in consideration of the covenants and promises of the Participant herein contained, the Company hereby grants to the Participant as of the Date of Grant, an Award of /$AwardsGranted$/ Restricted Stock Units subject to performance conditions (the “Performance Shares”), which will be converted into a number of shares of Common Stock of the Company equal to the number of vested Performance Shares or, as determined in the sole discretion of the Committee, into an equivalent amount of cash, subject to the conditions and restrictions set forth below and in the Plan. The Performance Shares granted hereunder shall constitute a Performance Award within the meaning of the Plan. The Performance Shares granted pursuant to this Agreement are subject to both the Company’s “▇▇▇▇-▇▇▇▇▇ Clawback Policy” and the Company’s “Senior Management Clawback Policy,” as each may be modified from time to time.
Performance Restricted Stock Units. The total number of PRSUs subject to this Award will be determined in a range of 0% to 200% of the Target Amount, subject to the terms and conditions set forth below. Twenty-five percent (25%) of the Target Award (each such 25% portion, a “Tranche”) shall be eligible to be earned in respect of each Performance Period based on achievement of the applicable Performance Goal for such period. The earned PRSUs shall vest on the Vesting Date specified above, subject to the continued employment of the Employee by the Company or any Subsidiary thereof through the Vesting Date, except as otherwise set forth in the Agreement.
Performance Restricted Stock Units. The Performance RSU Awards are Restricted Stock Units denominated in Shares, except that no Shares are actually awarded to the Participant on the date of grant. Rather, the Performance RSU Awards will be settled in Shares upon the satisfaction of the terms and conditions of this Agreement and the Plan. Each Performance RSU Award granted represents the right to receive one Share on the Vesting Date (as defined below) in accordance with this Agreement and the Plan.