Performance-Vested Shares Sample Clauses

Performance-Vested 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-Vested Shares exceed 150% of the number of Units set forth in the first paragraph of this Agreement.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Performance-Vested Shares. (i) 1,000,000 Restricted Shares will vest on the filing date of the Company’s Form 10-K for the 2006 fiscal year, if the Grantee remains continuously employed by the Company through that filing date and the performance goals specified by the Company with respect to that fiscal year have been achieved; and (ii) an additional 1,000,000 Restricted Shares will vest on the filing date of the Company’s Form 10-K for the 2007 fiscal year, if the Grantee remains continuously employed by the Company through that filing date and the performance goals specified by the Company with respect to that fiscal year have been achieved. (iii) The performance goals relevant under this Section 2(b) (which may include intermediate goals, the achievement of which will result in partial vesting) will be determined by the Company, based on the Company’s operating plan for the applicable year, and will be communicated to the Grantee not later than 90 days following the start of the applicable year. The Company will determine in good faith whether the goals for any year have been achieved. In addition, the Company may in good faith make adjustments to such goals so that departures from the Company’s operating plan, changes in accounting principles, acquisitions, dispositions, mergers, consolidations and other transactions, events or factors influencing the achievement or measurement of such goals do not affect the operation of this section in a manner inconsistent with its intended purpose of encouraging growth in the Company’s equity value.
Sample 1Sample 2
Performance-Vested Shares. If a determination is made by the Administrator (as defined in the Plan) that Company has achieved the Plan Performance Goal and: (a) the Executive has been in the Continuous Service of the Company or any other Employer Entity between the date hereof and July 31, 2010, inclusive, then, on the date such determination is made, or July 31, 2010 (whichever is later), the second installment of 25,258 of the Shares shall become Vested Shares and shall thereupon cease to be subject to the Company’s Reacquisition Right and the other restrictions contained in this Agreement, other than any applicable Securities Law Restrictions; (b) the Executive has remained in the Continuous Service of the Company or any other Employer Entity between the date hereof and June 30, 2011, inclusive, the third installment of 25,258 of the Shares shall, on June 30, 2011, become Vested Shares and shall thereupon cease to be subject to the Reacquisition Right of the Company and the other restrictions contained in this Agreement, other than any applicable Securities Law Restrictions; (c) the Executive has remained in the Continuous Service of the Company or any other Employer Entity between the date hereof and June 30, 2012, inclusive, then, the fourth and final installment of 25,260 of the Shares shall, on June 30, 2012, become Vested Shares and shall thereupon cease to be subject to the Reacquisition Right of the Company and the other restrictions contained in this Agreement, other than any applicable Securities Law Restrictions.
Sample 1
Performance-Vested Shares. (i) For the 2008 fiscal year, Executive will be eligible for a grant request to the Compensation Committee of the Board of Directors equal to 300,000 restricted shares upon achievement of 80% of specified performance goals, and a total of 600,000 restricted shared upon achievement of 100% of specified performance goals, and a total of 1,000,000 restricted shares upon achievement of 130% of specified performance goals, or an interpolated amount for accomplishing between 100% and 130% of approved performance goals. All restricted shares will vest on the filing date of the Company’s Form 10-K for the 2008 fiscal year, if the Grantee remains continuously employed by the Company through that filing date and the performance goals specified by the Company with respect to that fiscal year have been achieved; and (ii) For the 2009 fiscal year, Executive will similarly be eligible for grant request to the Compensation Committee of the Board of Directors equal to 300,000 restricted shares upon achievement of 80% of specified performance goals, a total of 600,000 restricted shared upon achievement of 100% of specified performance goals, and a total of 1,000,000 restricted shares upon achievement of 130% of specified performance goals, or an interpolated amount for accomplishing between 100% and 130% of approved performance goals. Additional restricted shares and/or cash compensation may be considered by the Compensation Committee is performance exceeds 130% of goals. All restricted shares will vest on the filing date of the Company’s Form 10-K for the 2009 fiscal year, if the Grantee remains continuously employed by the Company through that filing date and the performance goals specified by the Company with respect to that fiscal year have been achieved. (iii) The performance goals relevant under this Section 2(b) (which may include intermediate goals, the achievement of which will result in partial vesting) will be determined by the Company, based on the Company’s operating plan for the applicable year, and will be communicated to the Grantee not later than 90 days following the start of the applicable year. The Company will determine in good faith whether the goals for any year have been achieved. In addition, the Company may in good faith make adjustments to such goals so that departures from the Company’s operating plan, changes in accounting principles, acquisitions, dispositions, mergers, consolidations and other transactions, events or factors influencing the a...
Sample 1
Performance-Vested Shares. ● Up to twenty thousand (20,000) of the Shares shall vest on April 1, 2022, subject to the achievement prior to such date of performance factors established by the Board and communicated to the Participant. ● Up to twenty thousand (20,000) of the Shares shall vest on April 1, 2023, subject to the achievement prior to such date of performance factors established by the Board and communicated to the Participant. ● Up to twenty thousand (20,000) of the Shares shall vest on April 1, 2024, subject to the achievement prior to such date of performance factors established by the Board and communicated to the Participant. For each of the three tranches of Performance-Vested Shares: ● The Board may establish performance factors that may be partially achieved, such that the partial achievement thereof results in the vesting of some, rather than all, of the Shares included in that tranche. ● The Board may establish performance factors based on the achievement of one or more specified milestones by one or more specified dates, rather than a measure of performance determined by reference to performance during a specified time period (or Company performance during a time period), in which case the Shares the vesting of which is subject to the achievement of such milestone shall vest immediately upon achievement of such milestone. ● With respect to any milestone the achievement of which by a specified date would result in vesting of Shares based on the performance factors for such tranche, the Board shall determine whether such milestone was partially or completely achieved by the specified date, shall notify the Participant in writing of its determination within sixty (60) days after the specified date, and shall specify in such notice the number of Shares relating to such milestone that the Board determined to have vested, if any, and the number of Shares relating to such milestone that the Board determined to have failed to vest, if any. If the Board fails to deliver such notice or fails to set forth in such notice the number of Shares relating to such milestone that were determined by the Board to have failed to vest, all Shares relating to such milestone shall be deemed to have vested as of the specified date for such milestone. If the Board delivers such notice and includes in such notice a determination that any Shares relating to such milestone failed to vest, such Shares shall be deemed to have been forfeited by the Participant on the specified date for such mile...
Sample 1
Performance-Vested Shares. In accordance with the original vesting schedule set forth in the Option Agreement, the Performance Vested Shares shall be released from the Repurchase Option in installments as follows: (A) if the Company has a "Market Value of Equity" or MVE (as defined below) of at least $135,000,000 (such amount, and each such amount specified in subsections (B) through (E) below, the "Target MVE"), as soon as practicable after December 31, 1998 (such date, and each such date specified in subsections (B) through (E) below, as to Performance Vested Shares, a "Target Date"), twenty percent (20%) of the Performance Vested Shares shall be released on December 31, 1998 (because the Company's MVE on December 31, 1998 was less than 80% of the Target MVE, no Performance Vested Shares have been released from the Repurchase Option under this subsection (A) as of the date of this Agreement); (B) if the Company has an MVE of at least $182,250,000 on December 31, 1999, twenty percent (20%) of the Performance Vested Shares shall be released as soon as practicable after December 31, 1999; (C) if the Company has an MVE of at least $246,037,500 on December 31, 2000, twenty percent (20%) of the Performance Vested Shares shall be released as soon as practicable after December 31, 2000; (D) if the Company has an MVE of at least $332,150,625 on December 31, 2001, twenty percent (20%) of the Performance Vested Shares shall be released as soon as practicable after December 31, 2001; and (E) if the Company has an MVE of at least $448,403,344 on December 31, 2002, twenty percent (20%) of the Performance Vested Shares shall be released as soon as practicable after December 31, 2002.
Sample 1
Performance-Vested Shares. The remaining 60% of the Total Restricted Stock Award is designated as Performance Shares (the “Performance Shares”). Each Performance Share represents the right to receive one share of Unit common stock. The actual number of shares of common stock that may become issuable as Performance Shares will be determined under these performance measures:
Sample 1
AutoNDA by SimpleDocs

Related to Performance-Vested Shares

  • Performance Vesting Within sixty (60) days following the completion of the Performance Period, the Plan Administrator shall determine the applicable number of Performance Shares in accordance with the provisions of the Award Notice and Schedule I attached thereto.

  • Time Vesting Subject to Sections 5(b) and 6 below, the RSUs will vest and become nonforfeitable in accordance with and subject to the time vesting schedule set forth on Exhibit A attached hereto, subject to the Participant’s continued status as a Service Provider through each applicable vesting date.

  • Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.

  • 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.

  • Forfeiture of Restricted Stock Units i. If the Participant’s employment is terminated by reason of the Retirement of the Participant before October 1, <Year_of_Grant>, then the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or death, any Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

  • Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.

  • Stock Vesting Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the Company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years.

  • Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date The Administrator may at any time accelerate the vesting schedule specified in this Section 2.

  • Forfeiture of Restricted Shares Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!