Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial Dividends, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that is not vested as of the date of such a Termination of Employment, shall become vested following the date of Termination of Employment. Notwithstanding the foregoing, if during the Involuntary Termination Protected Period either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount of the Class B Performance Shares as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain outstanding as of the last day of the Involuntary Termination Protected Period shall be forfeited immediately following the last day of the Involuntary Termination Protected Period.
Performance Shares. Each Performance Share is a bookkeeping entry that records the equivalent of one Share. Upon the vesting of the Performance Shares as provided in Section 2, the vested Performance Shares will be settled as provided in Section 3.
Performance Shares. The Performance Shares earned by the Grantee will be determined and delivered to the Grantee as soon as practicable subsequent to the determination of the Corporation’s financial results for the Performance Cycle and approval by the Plan Administrator. The corresponding shares of the Corporation’s common stock will be purchased on the open market.
Performance Shares. The term “Performance Shares” means an award denominated in Common Shares or phantom Common Shares (regardless of whether payable in stock or cash) the vesting of which is contingent or accelerated upon attainment of one or more performance goals (absent death, disability, or a Change of Control) .
Performance Shares. For each award of Performance Shares, to the extent not already vested, terminated or forfeited as of the Termination Date, Executive shall be considered vested in such Performance Shares, but only to the extent the Performance Criteria (as defined in the applicable Performance Share award agreement) are achieved at the end of the applicable performance period (subject to the limitations set forth below in this Section 4.3(b)(iv)), and any payment of shares shall be made in accordance with the terms of the applicable Performance Share agreement as if Executive had remained as an employee of the Company through the end of the performance period (i.e. generally shares would not be distributed until after the end of the performance period). Notwithstanding the foregoing, certain Performance Shares shall be subject to a reduction in the maximum number of shares which may be delivered, as follows:
(A) For each award of Performance Shares, if Executive’s Termination Date occurs on or after the end of the third calendar month of the final full year of the applicable Performance Period (as such term is defined in the Incentive Plan) (e.g., for a Performance Period of January 1, 2015 through January 1, 2018, on or after March 31, 2017), then such Performance Shares shall be treated as described in the preceding paragraph without any reduction in the maximum number of shares which may be delivered.
(B) For each award of Performance Shares, if Executive’s Termination Date occurs prior to the end of the third calendar month of the final full year of the applicable Performance Period (e.g., for a Performance Period of January 1, 2015 through January 1, 2018, before March 31, 2017), then such Performance Shares shall be multiplied by the Post-Retirement Performance Share Factor, and the product shall be treated as described in the initial paragraph of this Section 4.3(b)(iv) without any reduction in the maximum number of shares which may be delivered with respect to such portion of the Performance Shares. The remaining portion of the Performance Shares shall be treated as described in the initial paragraph of this Section 4.3(b)(iv) with a maximum payout of 100% (or “target” number) of such remaining portion of the Performance Shares.
Performance Shares. If your Award includes Performance Shares and in the event of your Qualified Retirement prior to the end of the Performance Period, you may be entitled to a prorated Performance Share Award. If Relative TSR is greater than Threshold TSR (as determined after the end of the Performance Period), you will be entitled to a prorated TSR Performance Share Number. If Enterprise Revenue CAGR is greater than Threshold Enterprise Revenue CAGR (as determined after the end of the Performance Period), you will be entitled to a prorated Revenue Performance Share Number. For each component, your Performance Share Award will be determined by multiplying the Performance Share Number calculated as if you were employed by a member of the Company Group on the last day of the Performance Period by a fraction, the numerator of which is the number of days during the Performance Period you were so employed, and the denominator of which is the number of days in the Performance Period.
Performance Shares. The Employee will vest in one hundred percent (100%) of the performance shares subject to his or her performance share awards, if any, and the payment of such vested performance shares shall be made as soon as practicable following the date of termination in accordance with the provisions of the applicable performance share award, except as otherwise provided herein. For this purpose, if the Change of Control occurs during the performance period applicable to a performance share award, the “performance shares subject to his or her performance share awards” shall be deemed to be one hundred percent (100%) of the Target Number of Performance Shares (as set forth in the applicable performance share award). Notwithstanding any provision in this Agreement or the applicable performance share award to the contrary and to the extent required to avoid imposition of any additional tax or income recognition under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), prior to actual payment to the Employee, the performance shares for which the vesting would not have otherwise been accelerated under the terms of the applicable performance share award shall be paid at the same time or times as if such performance shares had vested in accordance with the vesting schedule and provisions set forth in the applicable performance share award.
Performance Shares a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart: Performance Shares ------------------------------------------------------------------- Performance At Relative Return to Shareholders Return on Invested Capitol -------------- ------------------------------- -------------------------- Threshold 686 686 Target 1371 1371 Superior 2056 2056
b. In the event that the Company's actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure.
c. If the Company's actual performance for a performance measure is between "threshold" and "target," the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula: AP - TP (TAS - TS) x ------- AP - TP TAS = The Performance Shares for target. TS = The Performance Shares for threshold. AP = The Company's actual performance. TP = The threshold performance goal. TAP = The target performance goal.
d. If the Company's actual performance for a performance measure is between "target" and "superior," the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula: AP - TAP (SS - TAS) x -------- SP - TAP SS = The Performance Shares for superior. TAS = The Performance Shares for target. AP = The Company's actual performance. TAP = The target performance goal. SP = The superior performance goal.
e. If the Company's actual performance for performance measure exceeds "superior," the Performance Shares earned shall equal the Performance Shares for superior.
Performance Shares. The Company has granted awards to the Executive and may grant additional awards in the future of shares of the common stock of La Quinta Corporation and shares of the common stock of La Quinta Properties, Inc. which are paired for trading purposes ("Paired Shares") in accordance with the provisions of the Agreements pursuant to which such awards have been or will be granted (the "Award Agreements") and the terms of the La Quinta Corporation 1995 Share Award Plan, the La Quinta Corporation 2002 Share Award Plan and any additional or modified plans as may be adopted from time to time, as applicable, (the "Award" of the "Performance Shares" under the "Plans").
Performance Shares. The maximum number of Shares the Employee may receive under this Award based on the extent to which the Performance Vesting Requirements are achieved. In no event will the number of Performance Shares exceed 250% of the number of Units set forth in the first paragraph of this Agreement.
