Performance Vesting Option Clause Samples
Performance Vesting Option. Except as provided below, twenty percent (20%) of the shares underlying the Performance Vesting Option shall vest and become exercisable on each of the first five anniversaries of the Grant Date (each, an “Eligible Vesting Date”) if, on the last day of the Company’s most recent fiscal quarter ending on or prior to such Eligible Vesting Date, the value of a share of the Company’s Common Stock has increased by at least twelve percent (12%) (the “Vesting Hurdle”) over the value of a share of the Company’s Common Stock at the beginning of such twelve-month period, provided the Participant is still employed by the Company on each such Eligible Vesting Date. The value of the Common Stock and whether the Vesting Hurdle has been achieved shall be determined by the Board of Directors of the Company (the “Board”) acting reasonably and in good faith, without discount for minority interest or lack of liquidity, and by taking into account any external valuation of the Company or its Common Stock.
a. If any portion of the Performance Vesting Option does not vest on the Eligible Vesting Date on which it initially becomes eligible to vest in accordance with the vesting provisions in this sub-section (2) because the Vesting Hurdle was not achieved for the relevant twelve-month period (any such twelve-month period, the “Below-Target Year”), then such portion (the “Catch-Up Tranche”) shall remain outstanding (subject to exceptions as provided in Section 6 below) and shall be eligible to vest pursuant to (i) and (ii) below, provided the Participant is employed by the Company on the last day of the applicable Catch-up Year (as defined below) or date of a Liquidity Event:
i. If on the last day of either of the next two succeeding twelve-month periods (the “Catch-Up Years”), the value of the Company’s Common Stock increases by twelve percent (12%) compounded annually, over the value of a share of Common Stock at the beginning of the Below-Target Year, then such Catch-Up Tranche will vest as of the last day of the Catch-Up Year, provided the Participant is still employed by the Company on such day.
ii. If any Liquidity Event results in the Original Holders realizing an MoM equal to or in excess of the MoM Target, then any unvested Performance Vesting Option shall immediately vest and become exercisable as of the date of the Liquidity Event, provided the Participant is still employed by the Company on such date.
iii. For purposes of the foregoing, “Liquidity Event” shall mean any ...
Performance Vesting Option. (A) Subject to the Optionee’s continued employment with the Company on each applicable vesting date:
(1) 33.3% of the Performance-Vesting Option (“Tranche 1”) shall vest on the date on which (x) the “Purchasers” (as defined below) receive “Proceeds” (as defined below) equal to at least 2.0 times the amount of “Purchasers’ Investment” (as defined below) or (y) the “IRR” (as defined below) for the Purchasers is greater than or equal to 30%;
(2) an additional 33.3% of the outstanding unvested Performance-Vesting Option (“Tranche 2”) shall vest on the date on which (x) the Purchasers receive Proceeds equal to at least 2.5 times the Purchasers’ Investment or (y) the IRR for the Purchasers is greater than or equal to 40%; and
(3) the remaining 33.3% of the outstanding unvested Performance-Vesting Option (“Tranche 3”) shall vest on the date on which (x) the Purchasers receive Proceeds equal to at least 3.0 times the Purchasers’ Investment or (y) the IRR for the Purchasers is greater than or equal to 50%.
Performance Vesting Option. The remaining 40% of the aggregate number of Shares subject to the Option (the “Performance-Vesting Option”) shall vest and become exercisable in accordance with the following schedule:
(i) Upon the occurrence of a Change in Control or an initial Public Offering (either such event, an “Exit Event”) that occurs on or prior to the third anniversary of the Date of Grant, 100% of the Performance-Vesting Option shall vest and become exercisable.
(ii) Upon the occurrence of an Exit Event that occurs after the third anniversary of the Date of Grant, but on or prior to the fourth anniversary of the Date of Grant, 50% of the Performance-Vesting Option shall vest and become exercisable. Any portion of the Performance-Vesting Option which does not so vest upon an Exit Event or remains unvested upon the fourth anniversary of the Date of Grant shall be forfeited immediately for no consideration. The portion of the Option which has become vested and exercisable as described in this Section 4.1 is hereinafter referred to as the “Vested Portion” and the portion of the Option which has not become vested and exercisable as described in this Section 4.1 is hereinafter referred to as the “Unvested Portion.”
Performance Vesting Option. Subject to Sections 3.1(e) and (f) and 3.3, 60% of the Option (the “Performance-Vesting Option”) shall be eligible to become exercisable provided that the Optionee remains continuously employed or engaged in active service by the Company or any of its Subsidiaries (and no Termination of Services occurs) from the Grant Date through the applicable MOIC Measurement Date, Ares Sale, IPO Vesting Date or VWAP Measurement Date, as follows:]
(i) [MOIC Vesting]
(ii) [Ares Sale Vesting]
(iii) [IPO Vesting]
(iv) [VWAP Vesting]
Performance Vesting Option. Subject to Section 3.1(c), 50% of the Option (the “Performance Vesting Option”) shall vest as provided below; provided that the Optionee remains continuously employed or engaged in active service by the Company from the Grant Date through the Membership Dues Revenue Determination Date, as follows:
(i) 50% of the Performance Vesting Option shall become vested as of the Membership Dues Revenue Determination Date if Membership Dues Revenue equals or exceeds $[***], but is less than $[***]; and
(ii) 100% of the Performance Vesting Option shall become vested as of the Membership Dues Revenue Determination Date if Membership Dues Revenue equals or exceeds $[***]. For the avoidance of doubt, if Membership Dues Revenue is less than $[***], the Performance Vesting Option shall be forfeited for no consideration and shall not thereafter become exercisable.