Performance Vesting Condition Clause Samples

Performance Vesting Condition. The Committee may cancel all or a portion of the Award (including a Vested Award) prior to the time it becomes an Earned Award if it determines, in its sole discretion, that Participant has had significant responsibility for a material adverse outcome for Citigroup or any of its businesses or functions. The Committee will have the exclusive discretionary authority to determine and define “significant responsibility” and “material adverse outcome.”

Performance Vesting Condition. Your target number of Restricted Stock Units shall be subject to the performance-based forfeiture and vesting provisions below: (i) All of the Restricted Stock Units are nonvested and forfeitable as of the Grant Date. (ii) Subject to earlier termination as provided in this Agreement, your Restricted Stock Units are subject to a vesting requirement based on the Company’s Total Shareholder Return achieved relative to the Total Shareholder Return for the Index. The Company’s Total Shareholder Return will be measured over a three-year performance period that will begin on [] and end on [] (the “Performance Period”). Total Shareholder Return performance for the Performance Period will be determined with reference to the goals set forth in the table below: Except as described below, all of your Restricted Stock Units will terminate for no consideration at the end of the Performance Period if the Company achieves a Total Shareholder Return that is equal to or less than fifty percent (50%) of the Total Shareholder Return for the Index. If the Company achieves a Total Shareholder Return relative to the Index for the Performance Period between the percentages listed in the table above, the percentage of your Restricted Stock Units that will be eligible to become vested and nonforfeitable will be pro-rated on a straight-line basis between the closest two percentages listed in the table above. The maximum percentage of your Restricted Stock Units that may be eligible to become vested and nonforfeitable is the maximum percentage listed in the table above. Any of your Restricted Stock Units that do not become eligible to become vested and nonforfeitable at the end of the Performance Period based on the Company’s Total Shareholder Return for the Performance Period will automatically terminate for no consideration at the end of the Performance Period.

Performance Vesting Condition. The Performance Vesting Condition will be satisfied with respect to a percentage of the PSUs upon achievement of the Performance Goal set forth on Exhibit A attached hereto with respect to the one (1) year period ending on the first anniversary of the Grant Date (the “Performance Period”), provided that the Participant has not incurred a termination of Service prior to the Determination Date (as defined below). In the event that Minimum Achievement of the Performance Goal is not achieved during the Performance Period, the Performance Vesting Condition shall not be satisfied and the PSUs shall be immediately forfeited and cancelled for no consideration. Whether or not the Performance Vesting Condition has been satisfied pursuant to this Section 3.1(a) (including Exhibit A) shall be determined by the Committee as soon as practicable following the completion of the Performance Period, but no later than March 15th of the calendar year following the last day of the Performance Period (the date of the Committee’s determination, the “Determination Date”, and the PSUs that the Committee determines have been deemed earned, if any, the “Earned PSUs”). The Earned PSUs shall continue to remain subject to the Time Vesting Condition described below.

Performance Vesting Condition. The Incentive Award shall vest and become non-forfeitable if, in any fiscal year of the Company ending on or before the Performance Period End Date, the Company achieves $600,000,000 in Adjusted EBITDA less CapEx (the “Performance Vesting Date”); provided, that Participant remains in continuous employment with the Company or any Affiliate through the last day of the fiscal year in which the Performance Vesting Date occurs. The determination of whether such performance vesting condition has been met shall be based on the annual audited financial statements of the Company.

Performance Vesting Condition. The “Performance-Vesting Condition” shall be satisfied based on the achievement of the performance goals set forth on Schedule 1 hereto, during the performance period set forth therein, as determined by the Board in its sole discretion.

Performance Vesting Condition. Provided that the Participant remains employed by the Company [on the occurrence of the following condition] [through the date of the Committee’s certification of the satisfaction of the following condition: [insert vesting condition here] [performance metric] is defined in Exhibit A.

Performance Vesting Condition. Your target number of Restricted Stock and Restricted Stock Units shall be subject to the performance-based forfeiture and vesting provisions below: (i) All of the Restricted Stock and Restricted Stock Units are nonvested and forfeitable as of the Grant Date. 33,333 of the target number of Restricted Stock Units shall be “First Tranche Target Units,” 33,334 of the target number of Restricted Stock Units shall be “Second Tranche Target Units” and all of the 33,333 target number of shares of Restricted Stock shall be “Third Tranche Target Shares,” with each such tranche of Restricted Stock and Restricted Stock Units subject to the vesting conditions described below.

Performance Vesting Condition. Subject to Section 7(c), the percentage of SARs that are eligible to vest and become exercisable on the Final Vesting Date, or the percentage of Early Exercise Shares that are eligible to vest and become nonforfeitable on the Final Vesting Date, as the case may be, shall be determined based on the Committee’s certification of the extent to which the performance goal set forth on Exhibit A is achieved (the “Performance Vesting Condition”).

Performance Vesting Condition. Subject to the terms set forth in this Award Agreement and the Plan, and except as otherwise provided by Section 3, the Award will vest in full upon the Committee’s review and certification of the 2018, 2019 and 2020 Net Income following completion of fiscal year 2020, if the Net Income for each of the 2018 fiscal year, 2019 fiscal year and 2020 fiscal year equals or exceeds the $500 million for such fiscal year, respectively. If the Restricted Stock Shares do not vest pursuant to this Section 2 (after the application of Section 3), the Restricted Stock Shares shall be forfeited. “Net Income” for a specified period means the Net Income, as determined by the values reported in the Company’s annual audited financial statements for such period, but excluding the following: asset write-downs or impairments; litigation or claim judgments or settlements; material changes in tax law, or other such laws or provisions affecting reported results; cumulative effect of accounting changes as defined by generally accepted accounting principles, and as identified in the Company’s audited financial statements; gains or losses from the acquisition or disposition of businesses or assets, or discontinued operations; restructuring charges; severance, contract termination and other costs related to entering or exiting certain business activities; and unusual or infrequently occurring items.