Performance RSUs Sample Clauses

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 their terms specified in the applicable award agreement (specifically, 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 terms specified in the applicable award agreement (specifically, 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. Performance RSUs" shall mean restricted stock units tied to specified goal achievement.

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.

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. Upon commencement of employment and as an inducement to enter into employment, Employer previously granted to Employee a number of Restricted Stock Units (“RSUs”) equal to 2% of the outstanding equity stock at the consummation of a Transaction (as defined below) as an inducement grant issued outside of the Stock Option Plan. Such RSUs vest upon the Company (or an affiliate thereof) entering into a definitive agreement whereby the Company (or an affiliate thereof) either (1) agrees to be acquired by a third party at a valuation approved by the Board or (2) exclusively licenses its product candidate to a third party upon terms approved by the Board where such terms effectively result in a change of control of the Company (each, a “Transaction”). This grant of RSUs is subject to the terms of the applicable award agreement attached as Exhibit C.

Performance RSUs. (i) Achieved Performance RSUs. Performance RSUs are eligible to vest as set forth below, provided however, that only one of the following A-E shall apply and that which is applicable shall be the “Achieved Performance RSUs”: (A) 150% of Performance RSUs if at least three of the Major Distribution Agreements are Renewed by November 8, 2007 and the fourth Major Distribution Agreement is Renewed prior to its expiration date or within 120 days thereafter. (B) 100% of Performance RSUs if at least three of the Major Distribution Agreements are Renewed by November 8, 2007 and the fourth Major Distribution Agreement is Renewed but not prior to its expiration or within 120 days thereafter. (C) 100% of Performance RSUs if all Major Distribution Agreements are Renewed on or prior to each agreement’s expiration date. (D) 65% of Performance RSUs if all Major Distribution Agreements are Renewed within 120 days after expiration. (E) 0% of Performance RSUs if all Major Distribution Agreements are not Renewed as outlined in any of A-D above.

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: a. If a Performance Hurdle has not been met by the end of a quarterly vesting period, the PSUs available to vest during such quarter shall be available to vest in the next quarterly vesting period within that Performance Year and shall vest, if applicable, on the last day of the quarterly vesting period in which the Performance Hurdle is met. b. If the Performance Hurdle for the 3rd Performance Year is not met, the PSUs available to vest in such 3rd Performance Year remain eligible to vest in any applicable quarter of the 4th Performance Year if the 4th Performance Year’s Performance Hurdle is met during that year, such vesting to occur on the last day of such quarterly vesting period. Subject to the preceding sentence, if a Performance Hurdle for a Performance Year is not met, the PSUs eligible to vest with respect to that Performance Year shall immediately terminate and become null and void. c. PSUs will vest in whole numbers. The one year period commencing on the second anniversary of the Vesting Commencement Date (the “3rd Performance Year”) 12.5% on the last day of each of the first, second, third and fourth quarters of the 3rd Performance Year The Company’s stock price closes at $23 or greater for 30 Trading Days out of any 45 consecutive Trading Days during the 3rd Performance Year The term “Trading Day” means any full day the Nasdaq Stock Market is open for trading The one year period commencing on the third anniversary of the Vesting Commencement Date (the “4th Performance Year”) 12.5% at the end of each of the first, second, third and fourth quarters of the 4th Performance Year The Company’s stock price closes at $28 or greater for 30 Trading Days out of any 45 consecutive Trading Days during the 4th Performance Year (ii) From and after the Vesting Commencement Date through the date on which the PSUs become fully vested pursuant to subparagraph (i) above, the unvested portion of the grant of PSUs remains subject to forfeiture in accordance with the terms of Section 3 hereof.