Performance Stock Awards Sample Clauses

Performance Stock Awards. (i) A Prorated Portion of all shares subject to Performance Stock Awards granted to the Executive by the Company and outstanding prior to such Termination of Employment with a performance period greater than one (1) year and granted other than in connection with Executive’s Annual Performance Bonus shall vest at such Performance Level as determined by the Board of Directors or Compensation Committee on the date of such determination. (ii) Immediately prior to the consummation of any Change of Control to occur after Executive’s Termination of Employment, a Prorated Portion of Executive’s outstanding Performance Stock Awards with a performance period greater than one (1) year and granted other than in connection with Executive’s Annual Performance Bonus will be deemed vested at the applicable maximum achievable Performance Level. The shares vesting pursuant to this Section 4(b)(ii) will be exercisable, issued or converted and paid in accordance with Sections 2(c) and 20(a).

Performance Stock Awards. The benefits provided under Section 4(b) (“Performance Stock Awards”); and

Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, may vest or may be exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may but need not require the Participant’s completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or the Board), in its sole discretion. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards.

Performance Stock Awards. The benefits provided under Section 4(b) (“Performance Stock Awards”); and a Prorated Portion of all shares subject to Performance Stock Awards granted in connection with Executive’s Annual Performance Bonus (i.e., those awards with a performance period not greater than one (1) year) shall vest at such Performance Level as determined by the Board of Directors or Compensation Committee on the date of such determination.

Performance Stock Awards. A Performance Stock Award is a Stock Award that may vest or may be exercised contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee, in its sole discretion. The maximum number of shares covered by an Award that may be granted to any Participant in a calendar year attributable to Stock Awards described in this Section 6(c)(i) (whether the grant, vesting or exercise is contingent upon the attainment during a Performance Period of the

Performance Stock Awards. In the event of the Executive’s Qualifying Termination of Employment, subject to Section 12, a Prorated Portion of all shares subject to Performance Stock Awards granted to the Executive by the Company and outstanding immediately prior to such Qualifying Termination of Employment that remains outstanding as of such Qualifying Termination of Employment, and granted other than in connection with Executive’s Annual Performance Award shall vest at such performance level as determined by the Board of Directors or Compensation Committee on the date of such determination. In the event of the Executive’s Qualifying Termination of Employment, the portion of any unvested Performance Stock Award or other unvested Stock Award that does not vest based on this Section 3(b) or pursuant to the terms of the relevant award agreement will be forfeited by Executive and will be of no further force or effect.

Performance Stock Awards. Subject to Section 12, a Prorated Portion of all shares subject to Performance Stock Awards granted to the Executive by the Company and outstanding prior to such termination of employment, including Performance Stock Awards granted in connection with Executive’s Annual Performance Award, shall vest upon such termination of employment, in each case at such performance level as determined by the Board of Directors or Compensation Committee on the date of such determination. In the event of an event resulting in vesting pursuant to this Section 4(b)(i), the portion of any unvested Performance Stock Award or other unvested Stock Award that does not vest based on this Section or pursuant to the terms of the relevant award agreement will be forfeited by Executive and will be of no further force or effect.

Performance Stock Awards. (i) In further consideration of the performance by Provider of the Services, in the event the Company consummates an IPO prior to the expiration of the Term, in addition to the compensation set forth in Section 2(a), the Company shall grant to Provider upon each occurrence of a Vesting Event (as defined below), a number of shares of Common Stock equal to the result of (x) $5,000,000 divided by (y) the Average Trading Price (“Performance Stock Awards”, and each group of Performance Stock Awards pursuant to this Section 2(b)(i), a “Tranche”). The Performance Stock Awards shall be one hundred percent vested upon grant. (ii) Notwithstanding anything in this Agreement to the contrary, in order for any Peformance Stock Awards in any Tranche to be granted, this Agreement must remain in effect and Provider must continue to provide the Services described in Section 1 in accordance with the terms and subject to the conditions of this Agreement through and including the date of the consummation of the relevant Vesting Event for such Tranche. In the event this Agreement is terminated or Provider ceases to perform the Services described in Section 1 in accordance with the terms and subject to the conditions of this Agreement for any reason, all Performance Stock Awards that have not been granted at the time of such termination or cessation of Services will be forfeited for no consideration. (iii) Subject to Section 2(b)(ii) above, a Tranche of Performance Stock Awards shall occur only once upon the occurrence of a Vesting Event (it being understood that if the Company Equity Value subsequently declines below the threshold for a particular Vesting Event, no additional Performance Stock Awards will be granted if the Company Equity Value later attains or exceeds that same threshold). Subject to Section 2(b)(i) and Section 2(b)(ii), Tranches that have not been granted upon the occurrence of a Vesting Event shall remain available for grant upon the occurrence of a subsequent Vesting Event, if any. (iv) The Parties agree that the purpose of the Performance Stock Awards is to reward Provider upon the Company and its subsidiaries (and/or their successors) achieving certain valuation thresholds in connection with trading on the public markets, irrespective of changes to the Company’s legal or corporate structure. In the event of adjustments to the Company’s legal or corporate structure (including reorganizations, conversions of corporate form, distributions, recapitalizations, ...

Performance Stock Awards. (i) A Prorated Portion of all shares subject to Performance Stock