Performance RSUs. (i) The RSUs designated as PSUs shall vest, subject to the Grantee’s continuous employment with the Company (or an Affiliate of the Company), on a quarterly basis, provided that the applicable Performance Hurdle for the applicable Performance Year has been met (as such terms are provided in the table below), and the following rules shall apply to such vesting:
Performance RSUs. Each Performance RSU granted under this Agreement shall, subject to the attainment of certain performance goals set forth in this Agreement and the other terms herein, represent the right to receive a payment of one share of Stock. The attached Schedule A specifies the performance goals (“Performance Goals”) required to be attained during the performance period designated above (the “Performance Period”) in order for the Performance RSUs to become eligible to vest, provided that, in determining the number of Performance RSUs eligible to vest, the Committee shall at all times during or after the Performance Period have the right in its sole discretion to reduce or eliminate the number of Performance RSUs that would otherwise be eligible to vest as a result of the performance as measured against the Performance Goals (“Negative Discretion”). Any Performance RSUs that vest in accordance with this Agreement shall thereafter be payable in accordance with Section 2(c). Any Performance RSUs that do not become eligible to vest pursuant to this Agreement or that otherwise do not vest pursuant to this Agreement shall be immediately forfeited.
Performance RSUs. Each Performance RSU shall be settled by a cash payment to the holder thereof at the Effective Time of an amount determined by the Purchaser to be properly due to such holder based on the terms of such Performance RSU.
Performance RSUs. For the Performance RSUs, if Executive’s continuous service is terminated within one (1) month prior to or within twelve (12) months after a Sale Event, either: (1) by the Company (or successor entity) without Cause, or (2) by Executive for Good Reason and the Performance RSUs are still outstanding at such time, then the number of Performance RSUs that would have become vested pursuant to the table in Section 4(c)(iv) above (i.e., with the Ending Price equal to the per share purchase price applied to the Company in the Sale Event, which shall be determined prior to any contingencies, purchase price adjustments, escrows and/or similar holdbacks), shall become vested on the later of such Sale Event or termination of Executive’s continuous service. In addition, if the Company is subject to a Sale Event while Executive remains in continuous service and any of the then-outstanding Performance RSUs are not assumed by the acquirer or its parent, continued by the surviving company, or substituted for an equivalent award or cash payment, then the number of Performance RSUs that would have become vested pursuant to the table in Section 4(c)(iv) above (i.e., with the Ending Price equal to the per share purchase price applied to the Company in the Sale Event, which shall be determined prior to any contingencies, purchase price adjustments, escrows and/or similar holdbacks), shall become vested immediately prior to the Sale Event.
Performance RSUs. Subject to the Employee’s continued employment by the Company or its Subsidiaries or Affiliates on the date specified in clause (A) or (B) below, the Performance RSUs shall vest in full:
Performance RSUs. The Performance RSUs will be subject to the terms and conditions of the Plan and a notice of restricted stock unit award and restricted stock unit agreement (collectively, the “Performance RSU Award Agreement”). Subject to further input and approval of the vesting structure by the Company’s auditors, the Performance RSU Award Agreement will provide that the RSUs will be subject to vesting based on the satisfaction of a time-based service requirement and the actual number of RSUs that may become eligible for vesting will be based on the appreciation in the price of the Company’s common stock, as set forth below. For these purposes, Executive will satisfy the time-based service requirement if Executive remains in continuous service through the third anniversary of the Effective Date (the “Performance RSU Vesting Date”) and a Liquidity Event occurs on or prior to the Performance RSU Vesting Date, each subject to the acceleration of vesting provisions in subsection (v) below, as applicable. Subject to the satisfaction of the service-based requirement or, as applicable, the acceleration of vesting provisions in subsection (v) below, the number of Performance RSUs that will become vested on the Performance RSU Vesting Date shall be as follows:
Performance RSUs. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities, each outstanding award of Company RSUs that at such time is subject to performance-based vesting conditions (“Performance RSUs”) shall automatically be cancelled as of the Effective Time for no consideration.
Performance RSUs. “Performance RSUs” shall mean restricted stock units tied to specified goal achievement.
Performance RSUs. On May 29, 2020, the Company granted to Executive performance RSUs (the “Performance RSUs”), which is subject to the terms and conditions of the Company’s 2016 Stock Plan and the notice of restricted stock unit award and restricted stock unit agreement; provided, however, the definition of Starting Price shall be $9.89.
Performance RSUs. The number of Performance RSUs that Participant is entitled to receive depends upon the Company’s revenue growth over a period of three fiscal years commencing with fiscal year 2020 (the “Performance Period”). If the Company’s revenue in the last year of the Performance Period (i.e., 2022) reflects compound annual growth in revenue of 8% over the Performance Period (i.e., as compared to revenue in 2019) (“Target Growth”), Participant will receive the target number of Performance RSUs indicated above (“Target Performance Award”). If the Company achieves less than Target Growth over the Performance Period, Participant will receive fewer Performance RSUs than the Target Performance Award, determined on a straight-line basis as indicated on the chart below. If the Company achieves greater than the Target Growth over the Performance Period, Participant will receive more Performance RSUs than the Target Performance Award, determined on an accelerated basis in accordance with the chart below. The maximum number of Performance RSUs that may be issued to Participant under the LTIP for the Performance Period is 175% of the Target Performance Award even if revenue growth over the Performance Period exceeds 12%. Award percentages at growth rates between those in the table will be mathematically interpolated. Revenue Growth for Performance Period % of Target Performance Award 0.00% or less 0.00% 1.00% 12.50% 2.00% 25.00% 3.00% 37.50% 4.00% 50.00% 5.00% 62.50% 6.00% 75.00% 7.00% 87.50% 8.00% 100.00% 9.00% 118.75% 10.00% 137.50% 11.00% 156.25% 12.00% or more 175.00%
