Performance Share Grant Sample Clauses

Performance Share Grant. Pursuant to Section IX of the Plan and subject to Paragraph 9 of this Agreement, the Company hereby grants to the Executive, as of the date hereof, an award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement ("Performance Share Grant"). The Committee has established Performance Goals such that if the Company achieves a cumulative annual growth rate of earnings per share ("EPS") for the Performance Period of four (4) percent or greater, then the Executive will be issued Performance Shares in accordance with the following chart: Fully Diluted EPS Annual EPS Cumulative Total Over Performance Shares Performance Goal Growth Rate Performance Period That May Be Earned ---------------- ----------- --------------------- ------------------ Threshold 4% $ 9.19 ------------------ Good 8% $ 9.92 ------------------ Target 12% $10.70 ------------------ Maximum 16% $11.51 ------------------ The number of shares appearing under the heading "Performance Shares That May Be Earned" shall constitute the number of Performance Shares which may be earned by the Executive based upon achievement of that specific Performance Goal as established by the Committee based on cumulative EPS performance during the Performance Period (Threshold, Good, Target or Maximum). In the event the Company's actual annual growth rate of EPS for the Performance Period exceeds the Threshold level of 4% but is lower than the Maximum level of 16%, the number of Performance Shares earned by the Executive shall be interpolated on a pro-rata basis. In the event the Company's actual annual growth rate of EPS for the Performance Period is below the Threshold (4%) level, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the annual growth rate of EPS equals or exceeds 16% during the Performance Period. At the end of the Performance Period, the Committee shall determine the Performance Goal achieved and the number of Performance Shares, if any, earned by the Executive. Except for Performance Shares payable in cash as provided in Paragraph 5, the Company shall then cause its parent, Xxxxxx Industries, Ltd., to issue a stock certificate or book entry shares in the Executive's name for the Performance Shares earned by the Executive. The Company shall then provide said stock certificate or book-entry shares, together with a cash pa...

Performance Share Grant. Subject to the terms and conditions of this Agreement, the Corporation hereby grants to Grantee a Target Grant of Performance Shares as specified on the first page of this Agreement.

Performance Share Grant. On the Effective Time, the Executive will be entitled to a special one-time grant of performance shares (“PSs”) pursuant to the Parent’s December 2007 Amendment and Restatement of the 2004 Performance Incentive Plan (the “PIP”) pursuant to which the Executive will be eligible to receive a number of shares of Parent common stock (each, a “Parent Share”), subject to, and based upon, the achievement of the relevant performance goals which shall be established on an annual basis for each of the three years in the applicable vesting period, and which shall be set forth on the Grant Date (as defined below) in an award agreement. The aggregate number of Parent Shares deliverable upon achievement of threshold, target and maximum performance shall be determined as of the Grant Date and shall have an aggregate value on such date equal to: (i) Threshold Value: 50% of Base Salary; (ii) Target Value: 100% of Base Salary; (iii) Maximum Value: 200% of Base Salary plus 50% of the value of the August Options (determined by multiplying the number of shares of Company Class A common stock subject to such Options immediately prior to the conversion pursuant to the Merger Agreement by the excess of the Option Value (as defined below) over the exercise price per share of such Options (immediately prior to the conversion pursuant to the Merger Agreement)). For the purposes of this Agreement, the “Option Value” shall mean the “Class A Merger Consideration” with the “Class A Stock Consideration” (each as defined in the Merger Agreement) deemed to equal the product of the “Class A Exchange Ratio” (as defined in the Merger Agreement) times the closing price per Parent Share as reported in The Wall Street Journal in the New York Stock Exchange Composite Transactions as of immediately prior to the Effective Time. For purposes of the foregoing, the fair market value of a Parent Share shall be deemed to be the closing price as reported in The Wall Street Journal in the New York Stock Exchange Composite Transactions on the date that the PSs are granted (such date, the “Grant Date”). Such award of PSs shall constitute a promise to deliver (or cause to be delivered) to the Executive, subject to the terms of this Agreement, the PIP and the PS award agreement pursuant to which it is granted, a number of Parent Shares based on the foregoing schedule as soon as reasonably practicable following vesting (the date of vesting, the “Vesting Date”). The Vesting Date will be the third anniversary of ...

Performance Share Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to Grantee the Target Grant of Shares (the “Performance Shares”) as specified above. The grant of Performance Shares shall represent the right to receive such number of Shares, if any, as determined in accordance with Section 2 upon the achievement of certain management objectives over the Performance Period. The Performance Shares described in this Agreement are in all respects subject to the terms, conditions and provisions of this Agreement and the Company’s 1997 Equity and Performance Incentive Plan (the “Plan”).

Performance Share Grant. PG&E CORPORATION, a California corporation, hereby grants Performance Shares to the Recipient named below. The Performance Shares have been granted under the PG&E Corporation 2006 Long-Term Incentive Plan, as amended (the “LTIP”). The terms and conditions of the Performance Shares are set forth in this cover sheet and the attached Performance Share Agreement (the “Agreement”). Date of Grant: March 9, 2009 Name of Recipient: Last Four Digits of Recipient’s Social Security Number: Number of Performance Shares: Recipient: (Signature) The LTIP and Other Agreements This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Performance Shares, subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement and the LTIP, the LTIP shall govern. Capitalized terms that are not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and the PG&E Corporation Officer Severance Policy, this Agreement shall govern. For purposes of this Agreement, employment with PG&E Corporation shall mean employment with any member of the Participating Company Group.

Performance Share Grant. Subject to the terms and conditions set forth herein, the Company hereby grants to the Key Employee the number of performance shares (the “Performance Shares”) of the Company’s common stock set forth on the signature page hereof, at the value per Share set forth on the signature page hereof. .

Performance Share Grant. In addition to the above-referenced equity grant, you will be eligible to receive the following equity compensation upon the following terms and conditions: (i) You will be granted 562,500 restricted shares of the Company’s common stock under the Plan (the “Performance Shares”), subject to the terms and conditions of the Plan and the Company’s restricted stock agreement, which will reflect the terms of this Agreement. Such Performance Shares will be granted on the first 15th day of the month following your Commencement Date or the first business day thereafter if that day is not a business day (the “Performance Share Grant Date”). (ii) The Performance Shares will only vest upon certain conditions: (A) the Company must achieve certain performance metrics between January 1, 2011 and December 31, 2011 (the “Performance Period”); and (B) except as provided below, you must remain employed with the Company at the end of such Performance Period. (iii) The CEO, in his sole discretion, will establish the “initiate”, “threshold”, “target” and “maximum” levels of achievement during the Performance Period. If Company performance (as determined by the Compensation Committee in its sole discretion) is determined to be: (A) above the “initiate” level of achievement, then Performance Shares will vest, on the schedule and subject to the terms and conditions set forth below; (B) at the “threshold” level of achievement, then 187,500 Performance Shares will vest, on the schedule and subject to the terms and conditions set forth below; (C) at the “target” level of achievement, then 375,000 Performance Shares will vest, on the schedule and subject to the terms and conditions set forth below; and (D) at the “maximum” level of achievement, 562,500 Performance Shares will vest, on the schedule and subject to the terms and conditions set forth below; provided, however, that the number of Performance Shares that will vest for performance between the “initiate”, “threshold”, “target”, and “maximum” levels of achievement for the Performance Period will be pro rated. (iv) The number of Performance Shares determined by the formula described in Section 3(d)(iii) above (subsequently referred to as “Restricted Shares”) will then vest as follows: (A) 25% of the Restricted Shares will vest on the date the Company reports its financial results by which the achievement of the performance metrics can be determined; and (B) subject to your continued employment with the Company on each of the fol...

Performance Share Grant. PG&E CORPORATION, a California corporation, hereby grants Performance Shares to the Recipient named below. The Performance Shares have been granted under the PG&E Corporation 2006 Long-Term Incentive Plan, as amended (the “LTIP”). The terms and conditions of the Performance Shares are set forth in this cover sheet and the attached Performance Share Agreement (the “Agreement”). Date of Grant: March 10, 2010 Name of Recipient: ____________________________________________________________ Last Four Digits of Recipient’s Social Security Number: ________________________________ Number of Performance Shares: __________________________________________________ Recipient: _______________________________________________________________________ (Signature)

Performance Share Grant. PG&E CORPORATION, a California corporation, hereby grants Performance Shares to the Recipient named below. The Performance Shares have been granted under the PG&E Corporation 2006 Long-Term Incentive Plan, as amended (the “LTIP”). The terms and conditions of the Performance Shares are set forth in this cover sheet and the attached Performance Share Agreement (the “Agreement”). Date of Grant: March 1, 2013 Name of Recipient: XXXXXXX X. XXXXXX, XX. Recipient’s Participant ID: XXXXXXXX Number of Performance Shares: 97,160 The LTIP and Other Agreements This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Performance Shares, subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement and the LTIP, the LTIP shall govern. Capitalized terms that are not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and the PG&E Corporation Officer Severance Policy or the PG&E Corporation 2012 Officer Severance Policy, this Agreement shall govern. The LTIP provides the Committee with discretion to adjust the performance award formula. For purposes of this Agreement, employment with PG&E Corporation shall mean employment with any member of the Participating Company Group.

Performance Share Grant. If the Executive is employed by the Company ----------------------- on the date of a Change in Control, then immediately prior to such Change in Control, the Company (or, as applicable, the Compensation Committee or other committee with authority to grant awards under the Plan) shall grant a Performance Share Award under the Plan to the Executive as follows: that number of shares of Common Stock of the Company equal to (i) [see Exhibit A attached for the number of shares for each individual] multiplied by (ii) the ratio, ------------- rounded down to the nearest whole number, of (A) the closing price of the Company's Common Stock on the day on which the Change in Control occurs (or, if such Common Stock is not traded on the day the Change in Control occurs, on the day on which such Common Stock last traded prior to the Change of Control) minus $30.00, divided by (B) $2.50. Provided, however, that the number of Performance Shares calculated in accordance with the preceding sentence shall be reduced (but not below zero) by any Performance Shares granted to the Executive under the Plan after the date of this Agreement but prior to the date of the Change in Control which have not been forfeited by the Executive prior to or on the date of the Change in Control. The grant of the Performance Share Award shall be made in accordance with all of the terms and conditions of the Plan, including delivery of certificates representing the Performance Shares and a written Award Agreement executed by the Company and the Executive. The Performance Share Award granted under this Agreement shall be 100% vested as of the date of the Change in Control, and the Executive shall be entitled to receive certificates free of any legend regarding performance targets or forfeiture.