Performance Stock. Subject to the terms of the Plan, the Committee shall designate the participants to whom long-term performance stock (“Performance Stock”) is to be awarded and determine the number of shares, the length of the performance period and the other terms and conditions of each such award. Each award of Performance Stock shall entitle the participant to a payment in the form of shares of common stock upon the attainment of performance goals and other terms and conditions specified by the Committee. Notwithstanding satisfaction of any performance goals, the number of shares issued under a Performance Stock award may be adjusted by the Committee on the basis of such further consideration as the Committee in its sole discretion shall determine. The Committee may, in its discretion, make a cash payment equal to the fair market value of shares of common stock otherwise required to be issued to a participant pursuant to a Performance Stock award.
Performance Stock. “Performance Stock” shall mean up to [___] Shares that will be issued to the Participant under this Award Agreement if the Performance Goals are met during the Performance Period and the other vesting conditions set forth herein are satisfied.
Performance Stock. On January 3, 2006, and provided that Executive is an employee of the Company at that time, the Company shall grant to Executive an Award of 100,000 shares of the Company's common stock subject to certain restrictions and forfeiture (the "Performance Stock"), which shall be contingent upon attainment of certain performance goals (the "Performance Goals") pursuant to the Company's 2003 Equity Incentive Plan and the terms and conditions set forth in the award agreement attached as Exhibit A hereto (the "Performance Stock Award Agreement"), which shall include the specific Performance Goals. In the event of any inconsistency between the terms of this Agreement and the Performance Stock Award Agreement, the Performance Stock Award Agreement shall govern. Subject to attainment of the Performance Goals, 100,000 shares of Performance Stock shall be issued on January 3, 2009; provided, however, that notwithstanding the foregoing, all of the Performance Stock shall be issued on a Change in Control, Executive's termination without Cause, for Good Reason, Disability, or death. Until issued, the Performance Stock shall not be transferable and shall be subject to forfeiture.
Performance Stock. Performance Stock" shall mean 100,000 Shares that will be issued to the Participant under this Award Agreement if the Performance Goals or such other criteria described hereunder are met during the Performance Period.
Performance Stock. The term "Performance Stock" shall have the meaning ascribed to it in Section 10 of the Plan.
Performance Stock. 10.1. Subject to the terms of this Section 10, an Award of Performance Stock provides for the distribution of Stock to a Participant upon the achievement of performance objectives, which may include Performance Goals, established by the Committee.
10.2. The Committee shall designate the Employees to whom Awards of Performance Stock are to be granted, and the number of shares of Stock that are subject to each such Award. The Award of shares of Performance Stock under this Section 10 may, but need not, be made in conjunction with a cash-based incentive compensation program maintained by the Company, and may, but need not, be in lieu of cash otherwise awardable under such program.
10.3. Except as otherwise provided by the Committee, any Award of Performance Stock which is not earned by the end of the Performance Period shall be forfeited. If a Participant's Date of Termination occurs prior to the end of a Performance Period, the Committee, in its sole discretion, may determine that the Participant will be entitled to settlement of all, any portion, or none of the Performance Stock as to which he or she would otherwise be eligible, and may accelerate the determination of the value and settlement of such Performance Stock or make such other adjustments as the Committee, in its sole discretion, deems desirable.
Performance Stock. The compensation to be awarded under this Agreement will be in the form of grants of "Performance Stock," which will be credited to a "Performance Stock Account" to be maintained for Employee's benefit. The Performance Stock Account will be maintained solely for accounting purposes and will neither require nor permit a segregation of any Company assets. Performance stock may be issued in whole and/or fractional shares. Each share of Performance Stock will be deemed to be equivalent in value to one share of Company's common stock as herein specified. An award of Performance Stock under this Agreement constitutes a potential right to receive payment and does not confer any dividend rights, voting rights or any other rights of a shareholder with respect to Company common stock.
Performance Stock. The Performance Stock will be subject to a time-based vesting requirement (the “Time-Based Vesting Requirement”) and a performance-based vesting requirement (the “Performance-Based Vesting Requirement”) as set forth on this Schedule 1. To the extent that the Performance-Based Vesting Requirement is satisfied prior to the termination of Executive’s Continuous Service, the Performance Stock will vest without regard to the Time-Based Vesting Requirement. However, the Performance Stock will not vest unless and until the Performance-Based Vesting Requirement has been satisfied, even if the Time-Based Vesting Requirement has been satisfied.
Performance Stock. The parties acknowledge that Mr. Xxxxxx xxx been granted certain “performance” stock units in Restricted Stock Unit Agreement dated March 12, 2013; Restricted Stock Unit Agreement dated March 28, 2014; Performance Stock Unit Agreement March 28, 2014; and Performance Stock Unit Agreement dated June 4, 2015; (collectively “Performance Stock Agreements”). Specifically, the Performance Stock Agreements contemplate stock awards to Mr. Xxxxxx xx: A maximum of 5,773 shares of Company stock based on maximum goal achievement granted in the Restricted Stock Unit Agreement dated March 12, 2013; A maximum of 4,500 shares of Company stock based on maximum goal achievement granted in the Performance Stock Unit Agreement March 28, 2014; A maximum of 9,000 shares of Company stock based on maximum goal achievement granted in the Performance Stock Unit Agreement March 28, 2014; and A maximum of 6,129 shares of Company stock based on maximum goal achievement granted in the Performance Stock Unit Agreement June 4, 2015. Mr. Xxxxxx xxx the Company agree that he will receive only the stock award under the March 12, 2013 Restricted Stock Unit Agreement and will not be entitled to any stock awards under the other identified agreements. Since the March 12, 2013 Stock Unit Agreement relates to financial conditions and milestones which are impossible to determine on the date of this Agreement, Mr. Xxxxxx xxx agreed to accept a grant of stock under the Restricted Stock Unit Agreement dated March 12, 2013 based on the “Target” level of achievement (as described in that Agreement) regardless of whether the actual level of achievement exceeds that standard. The number of shares due based on the “Target” level of achievement is 3,848. The 3,848 stock grants shall vest and the shares, less Federal and State withholding as instructed by Mr. Xxxxxx, xxall be transferred to Mr. Xxxxxx xx March 1, 2016.
Performance Stock. Executive shall be granted an award of a target number of shares of Performance Stock (the “Performance Stock”) determined by dividing (i) $720,000 by (ii) the 30-Day Average Price. The number of shares of Performance Stock eligible for time-based vesting will be determined based upon the achievement of performance goals to be established by the Board for the fiscal year commencing February 3, 2013, which goals shall be established no later than April 30, 2013. Any shares of Performance Stock that become eligible for time-based vesting will vest in three equal installments. The first installment will vest on the date the achievement of performance goals is certified, and the second and third installments will vest on the second and third anniversaries of the Effective Date, respectively, subject to Executive’s continued employment through such vesting dates or as otherwise provided in the Severance Agreement. Any shares of Performance Stock that do not become eligible for vesting based on performance shall automatically be forfeited on the date performance is certified by the Board or the Compensation Committee of the Board. The Performance Stock shall otherwise be subject to the terms of the plan pursuant to which it is granted and/or an award agreement to be entered into between Executive and the Company.
