Performance Stock Unit. Transferability Your Performance Stock Units may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Performance Stock Units be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit your Performance Stock Units. Vesting Your Performance Stock Units will vest on the date the Committee determines whether the Performance Goals have been achieved following the close of the Performance Period (the “Determination Date”), and subject to your continued Service from the Grant Date through the Determination Date, but only to the extent that the Performance Goals have been satisfied. Promptly following the completion of the Performance Period (and no later than seventy (70) days following the end of the Performance Period), the Committee will review and determine (i) whether, and to what extent, the Performance Goals for the Performance Period have been achieved and (ii) the number of Performance Stock Units that will vest. Such determination will be final, conclusive, and binding. You will forfeit to the Company all of the unvested Performance Stock Units to the extent the specified Performance Goals have not been achieved, as determined by the Committee, effective as of the Determination Date, unless otherwise determined by the Committee. Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer (Xxxxxx & Dunlop, LLC or any Affiliate of the Company that directly employs you) in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.Your employer may determine, in its discretion, which leaves count for this purpose and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree.
Performance Stock Unit. Awards (2021). Each RemainCo Performance Stock Unit Award (2021) that is outstanding as of immediately prior to the Effective Time shall be converted, as of the Effective Time, into both a Post-Separation RemainCo Performance Stock Unit Award (2021) and a SpinCo Performance Stock Unit Award (2021) and each such award shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such RemainCo Performance Stock Unit Award (2021) prior to the Effective Time; provided, however, that certain restrictions may be imposed on the Post-Separation RemainCo Performance Stock Unit Award (2021) or the SpinCo Performance Stock Unit Award (2021) after the Effective Time if necessary and appropriate to comply with applicable Law; and, further provided, however, that from and after the Effective Time the number of shares subject to (i) the Post-Separation RemainCo Performance Stock Unit Award (2021) shall be equal to the number of shares of RemainCo Common Stock subject to the corresponding RemainCo Performance Stock Unit Award (2021) immediately prior to the Effective Time, and (ii) the SpinCo Performance Stock Unit Award (2021) shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of shares of RemainCo Common Stock subject to the RemainCo Performance Stock Unit Award (2021) immediately prior to the Effective Time by (B) the Distribution Ratio; and provided, further, that the stock price performance measures applicable to the SpinCo Performance Stock Unit Award (2021) shall be the same as those applicable to the RemainCo Performance Stock Unit Award (2021) and for purposes of measuring the highest 30-day average stock price in the last six months of the three-year performance period and the stock price for purposes of the relative TSR modifier, the stock prices of RemainCo and SpinCo shall be aggregated, and the RemainCo Board or the SpinCo Board (or the respective compensation committee or other applicable committee thereof), as applicable, shall otherwise adjust the performance measures applicable to any RemainCo Performance Stock Unit Award (2021) or SpinCo Performance Stock Unit Award (2021).
Performance Stock Unit. Subject to the terms and provisions of the Plan and the Award, the undersigned has been granted performance stock units (“PSUs”) for [No. of Performance Stock Units] PSUs at Threshold Performance, [No. of Performance Stock Units] PSUs at Target Performance and [No. of Performance Stock Units] PSUs at Maximum Performance, as the case may be, in respect of and for the four-year performance period beginning on the Grant Date and ending on the fourth anniversary of the Grant Date (the “Performance Period”). Threshold Performance, Target Performance and Maximum Performance are set forth in Section 7 below. Subject to earlier vesting pursuant to Section 7 below, the Award shall cliff-vest on the fourth anniversary of the Grant Date.
Performance Stock Unit. The Executive will be granted as of the Effective Date a performance stock unit (“PSU”) award for up to 750,000 shares with the terms set forth on Exhibit A. The intent of the Company and the Executive is that the terms of the PSU award will mirror the terms of that certain Performance Stock Unit Award Agreement dated May 20, 2024 to Xxxx Xxxxxxx under the Lifecore Biomedical, Inc. Equity Inducement Plan.
Performance Stock Unit
