Performance Restrictions. In addition to the time restrictions set forth in Section 2(a), the shares of Restricted Stock are issued subject to the following earnings per share performance goals for the Corporation for 2007, as adjusted for the 3% stock dividend issued September 30, 2007 (the “Performance Restrictions”), and shall only vest if and to the extent that the Performance Restrictions are satisfied. Performance results shall be determined at the end of the Restricted Period and shall be interpolated as necessary between the various targets to determine vesting at that time: · Threshold - $1.29 per share 400 · Market/Budget Target - $1.34 per share 900 · Stretch Target - $1.40 per share 1,000 · Optimum - $1.45 per share 1,100 In the event of any further stock dividend or stock split affecting the Corporation’s common stock, the aforesaid Performance Restrictions shall be adjusted appropriately and equitably, as shall be determined by the Committee.
Performance Restrictions. In addition to the potential forfeiture of the Restricted Stock Units pursuant to Section 4 below, you shall forfeit all of the Restricted Stock Units awarded under this Agreement upon notice to you by the Compensation Committee that the “Performance Goal” (as defined in this Section 3) established under the EPP as a condition to the vesting of the Restricted Stock Units is not satisfied in full in accordance with the terms and conditions of the EPP (the “Performance Restrictions”). The Performance Restrictions shall lapse upon certification by the Compensation Committee that the Performance Goal is satisfied in full. The “Performance Goal” for this Agreement and the award of Restricted Stock Units hereunder shall be the Company achieving the Net Income (as defined below) target on Appendix A for the year ending December 31, 2015. The Performance Goal shall be deemed to be satisfied in the event a “Change in Control” (as defined in Section 4 hereof) shall occur prior to certification by the Compensation Committee of the financial results for the year ending December 31, 2015. For purposes of this Agreement, “Net Income” shall be defined as “net income before extraordinary items” of the Company, which shall mean the consolidated net income of the Company during the fiscal year, as determined by the Compensation Committee in conformity with accounting principles generally accepted in the United States of America and contained in financial statements that are subject to an audit report of the Company's independent public accounting firm, but excluding: (a) operating results of and/or losses associated with the write-down of assets of a subsidiary, business unit or division that has been designated by the Board of Directors as a discontinued business operation or to be liquidated; (b) gains or losses on the sale of any subsidiary, business unit or division, or the assets or business thereof; (c) gains or losses from the disposition of material capital assets (other than in a transaction described in clause (b)) or the refinancing of indebtedness, including, among other things, any make-whole payments and prepayment fees; (d) losses associated with the write-down of goodwill or other intangible assets of the Company due to the determination under applicable accounting standards that the assets have been impaired; (e) gains or losses from material property casualty occurrences or condemnation awards taking into account the proceeds paid by insurance companies an...
Performance Restrictions. The Recipient of this Option will not have the right to exercise this Option until confirmation by the Board of Directors that the following performance goals have been completed: NET SALES OF 3,000 UNITS SOLD BY THE EAST COAST OFFICE PRIOR TO MARCH 1, 2001. AFTER SUCH 3000 UNITS IN NET SALES HAVE BEEN ACHIEVED, THEN THE RECIPIENT SHALL BE ENTITLED TO THE RIGHTS DESCRIBED IN SECTION 11(b), SUBJECT TO THE REQUIREMENTS AND LIMITATIONS OF SECTION 11. ANY PARTY WHICH ACQUIRES CONTROL OF THE CORPORATION SHALL BE REQUIRED TO HONOR THE RIGHTS OF ADVANTAGE SET FORTH IN THIS AGREEMENT SUBSEQUENT TO THE ACQUISITION OF CONTROL. For purposes of this paragraph, the East Coast Office shall mean the people working out of the office of the Corporation located in the Washington, D.C., metropolitan area as of the date of this Agreement, and those who subsequently work in at such office as approved by the Corporation as part of the East Coast Office. The East Coast Office shall also include those VARs recruited by and working under the direction of the East Coast Office. For purposes of this paragraph, a "unit" shall consist of a server and associated hardware and the Corporation's software that allows high-speed access to the Internet, together with a service contract of at least two years duration. For purposes of definition of "unit" in this paragraph, a server and/or associated hardware may be furnished by the customer in lieu of a server and associated hardware furnished by the Corporation. A sale of a unit shall be deemed to occur or at such time as a sale is recognized by the Corporation in accordance with generally accepted accounting principles. Units which are returned to the Corporation shall be deducted from the number of Units sold. The number of Units sold less the number of Units returned shall be the net Units sold.
Performance Restrictions. The Recipient of this Option will not have the right to exercise this Option until confirmation by the Board of Directors that the following performance goals have been completed: NONE.
Performance Restrictions. Intentionally omitted.
Performance Restrictions. In order for the Restricted Stock to vest on any Vesting Date, the Compensation Committee of the Board of Directors of the Company (the “Committee”) must determine that the Company has achieved the applicable Performance Restriction for the applicable Measurement Period, as more specifically set forth below. Adjusted EBITDA shall be defined as net earnings from continuing operations, with adjustments to reflect the addition or elimination of certain statement of earnings items including, but not limited to, (i) depreciation and amortization; (ii) impairment charges; (iii) interest expense, net; (iv) income tax expense; (v) other expense, net; (vi) equity in losses of unconsolidated affiliates, net of tax; (vii) deferred revenue purchase accounting adjustment; (viii) equity-based compensation, including certain related payroll taxes; (ix) costs associated with debt and/or equity offerings, including the spin-off of Black Knight from Fidelity National Financial, Inc.; (x) spin-off related transition costs; (xi) acquisition-related costs, including costs pursuant to purchase agreements; (xii) costs associated with expense reduction initiatives; and (xiii) costs associated with executive transition, together with any other adjustments that the Company may include in its presentation of Adjusted EBITDA to investors. Final calculations of our achievement of the Performance Restrictions are subject to adjustment for acquisitions, divestitures, major restructuring charges, and non-budgeted discontinued operations, as well as variances as a result of the market or legislative effect on origination and default volumes. The Committee will evaluate whether the Performance Restriction has been achieved following the completion of the Measurement Period; provided, however, that to the extent not already achieved, all Performance Restrictions shall be deemed to be achieved upon the consummation of a Change in Control. Anniversary Date% of Restricted StockPerformance RestrictionMeasurement PeriodVesting Date First (1st) anniversary of the Effective Date of Grant. 33.34% Adjusted EBITDA equal to or greater than $724.2 millionACHIEVED January 1, 2022 through December 31, 2022 The later of the first (1st) Anniversary Date or the date the Committee determines the applicable Performance Restriction has been achieved.* Anniversary Date% of Restricted StockPerformance RestrictionMeasurement PeriodVesting Date Third (3rd) anniversary of the Effective Date of Grant. 33....
Performance Restrictions. For purposes of qualifying grants of Restricted Stock and Restricted Stock Units as “performance-based compensation” under section 162(m) of the Code, the Committee, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the latest date permissible to enable the Restricted Stock or Restricted Stock Units to qualify as “performance-based compensation” under section 162(m) of the Code. In granting Restricted Stock or Restricted Stock Units which are intended to qualify as “performance-based compensation” under section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure such qualification (e.g., in determining the Performance Goals).
Performance Restrictions. In addition to the time restrictions set forth in Section 2(a), the RSUs are issued subject to the following earnings per share performance goals for the Corporation for 2008 (the “Performance Restrictions”), and shall only vest if and to the extent that the Performance Restrictions are satisfied. Performance results shall be determined at the end of the Restricted Period and shall be interpolated as necessary between the various targets to determine vesting at that time: · Threshold $ 1.20 per share 350 · Target $ 1.33 per share 375 · Optimum $ 1.44 per share 400 In the event of any stock dividend or stock split affecting the Corporation’s common stock, the aforesaid Performance Restrictions shall be adjusted appropriately and equitably, as shall be determined by the Committee.
Performance Restrictions. The Recipient of this Option will not have the right to exercise this Option until confirmation by the Board of Directors that the following performance goals have been completed: NET SALES OF 1,000 UNITS SOLD BY THE EAST COAST OFFICE BY DECEMBER 31, 1999. SALES SHALL BE DEEMED COMPLETED DURING THE FOREGOING PERIODS IF A CONTACT LEADING TO A SALE HAS BEEN MADE WITH A CUSTOMER DURING THE RELEVANT TIME PERIOD, AND THE SALE IS COMPLETED WITHIN SIX MONTHS AFTER THE END OF THE RELEVANT TIME PERIOD. THE RECIPIENT SHALL BE ENTITLED TO THE RIGHTS DESCRIBED IN SECTION 11(b), SUBJECT TO THE REQUIREMENTS AND LIMITATIONS OF SECTION 11. For purposes of this paragraph, the East Coast Office shall mean the people working out of the office of the Corporation located in the Washington, D.C., metropolitan area as of the date of this Agreement, and those who subsequently work in at such office as approved by the Corporation as part of the East Coast Office. The East Coast Office shall also include those VARs recruited by and working under the direction of the East Coast Office.
Performance Restrictions. The Recipient of this Option will not have the right to exercise this Option until confirmation by the Board of Directors that the following performance goals have been completed: NET SALES OF 1,000 UNITS SOLD BY THE EAST COAST OFFICE IN THE 12 MONTH PERIOD BEGINNING MARCH 1, 1999. HOWEVER, IF NET SALES OF 1,000 UNITS HAVE BEEN ACHIEVED BY AUGUST 31, 1999, THEN THE NUMBER OF SHARES SUBJECT TO THIS OPTION SHALL BE INCREASED BY 50,000 SHARES. SALES SHALL BE DEEMED COMPLETED DURING THE FOREGOING PERIODS IF A CONTACT LEADING TO A SALE HAS BEEN MADE WITH A CUSTOMER DURING THE RELEVANT TIME PERIOD, AND THE SALE IS COMPLETED WITHIN SIX MONTHS AFTER THE END OF THE RELEVANT TIME PERIOD. AFTER SUCH 1,000 UNITS IN NET SALES HAVE BEEN ACHIEVED, THEN THE RECIPIENT SHALL BE ENTITLED TO THE RIGHTS DESCRIBED IN SECTION 11(b), SUBJECT TO THE REQUIREMENTS AND LIMITATIONS OF SECTION 11. ANY PARTY WHICH ACQUIRES CONTROL OF THE CORPORATION SHALL BE REQUIRED TO HONOR THE RIGHTS OF ADVANTAGE SET FORTH IN THIS AGREEMENT SUBSEQUENT TO THE ACQUISITION OF CONTROL. For purposes of this paragraph, the East Coast Office shall mean the people working out of the office of the Corporation located in the Washington, D.C., metropolitan area as of the date of this Agreement, and those who subsequently work in at such office as approved by the Corporation as part of the East Coast Office. The East Coast Office shall also include those VARs recruited by and working under the direction of the East Coast Office. For purposes of this paragraph, a "unit" shall consist of a server and associated hardware and the Corporation's software that allows high-speed access to the Internet, together with a service contract of at least two years duration. For purposes of definition of "unit" in this paragraph, a server and/or associated hardware may be furnished by the customer in lieu of a server and associated hardware furnished by the Corporation. A sale of a unit shall be deemed to occur or at such time as a sale is recognized by the Corporation in accordance with generally accepted accounting principles. Units which are returned to the Corporation shall be deducted from the number of Units sold. The number of Units sold less the number of Units returned shall be the net Units sold.
