Performance Vesting Criteria. (a) Participant shall be entitled to have issued to Participant the number of shares of Stock subject to the Award upon the satisfaction of the performance condition(s) at the times or within the time frames (the “Performance Period(s)”) set forth in Appendix A or in connection with a Change in Control as provided in Section 5. None of the foregoing performance conditions shall be deemed to have been satisfied unless the Committee shall have so certified in accordance with Section 162(m) of the Code.
Performance Vesting Criteria. The number of Performance Stock Units that will satisfy the Performance Vesting Criteria will be determined by the Company’s Compensation Committee or its designee (the “Committee”) subject to the performance conditions as determined by the Committee (the “Performance Conditions”) as set forth below: The Performance Conditions for a target award of the Performance Stock Units will be based on “Net Revenue,” “Non-GAAP Operating Income” and “Strategic Goals.” Vesting is calculated independently for Net Revenue, Non-GAAP Operating Income and Strategic Goals. Vesting of [__]% of the PSUs is based on achievement of Net Revenue Performance Conditions, vesting of [__]% of the PSUs is based on Non-GAAP Operating Income Performance Conditions, and vesting of [__]% of the PSUs is based on achievement of Strategic Goals. The following table sets forth the percentage of the Target Number of Performance Stock Units (as set forth in the Grant Notice) based on the given Performance Condition vested (i.e., earned) at the given Performance Condition achieved: [ ] Net Revenue Non-GAAP Operating Income Net Revenue(in thousands) Percent of Target PSUs based on Net Revenue Achieved Non-GAAP Operating Income(in thousands) Percentage of Target PSUs based on Non-GAAP Operating Income Achieved 100%(Target Number) 100%(Target Number) In the event of any, mergers, acquisitions or divestitures the Target Number for the Net Revenue and Non-GAAP Operating Income Performance Conditions shall be adjusted based on the approved plan presented to the board of directors. The Target Number for the Net Revenue and Non-GAAP Operating Income Performance Conditions will be further adjusted for any patent or other litigation settlements or judgments should the effect of such events, if any, impact the Company’s Net Revenue or Non-GAAP Operating Income.
Performance Vesting Criteria. Except as otherwise provided int the Agreement, the Restricted Stock Units will vest only in the event, and to the extent, that the Committee determines and certifies that the Company has met the following total shareholder return performance criteria for the Performance Cycle. THE DETERMINATION OF THE COMMITTEE AS TO TOTAL SHAREHOLDER RETURN PERFORMANCE AND THE NUMBER OF RESTRICTED STOCK UNITS THAT VEST IS FINAL AND BINDING. • The percentage of the Restricted Stock Units that vest will be determined as follows, based on the percentile ranking for the Performance Cycle (as measured based on the twenty-day average closing stock price immediately preceding the start of the Performance Cycle compared to the twenty-day average closing stock price immediately preceding the end of the Performance Cycle) of the Company’s cumulative total shareholder return (consisting of per share appreciation in Common Stock plus reinvested dividends and other distributions paid on Common Stock) among the companies (ranked by cumulative total shareholder returns consisting of per share appreciation in each company’s equity plus reinvested dividends and other distributions paid on equity) in the S&P 500 Index, as determined and certified by the Committee, subject to adjustment as described below. For the avoidance of doubt, the twenty-day average preceding the beginning of the performance period shall be based on the twenty trading days prior to and excluding the first day of the Performance Cycle and the twenty-day average preceding the end of the Performance Cycle shall be based on the twenty trading days prior to and including the last trading day of the Performance Cycle. Company Total Shareholder Return Percentile Ranking Percentage of Restricted Stock Units that Vest 50th 100% 25th 50% Below 25th 0% If the percentile ranking does not equal a ranking shown in the above table, the percentage of the Restricted Stock Units that vest will be determined by a linear interpolation between the next lowest percentile shown in the table and the next highest percentile shown on the table. • If the percentile ranking is below the 25th percentile, none of the Restricted Stock Units will vest.
