Performance Vesting Options a. An additional 12.5% of the Stock Options shall provisionally vest on each of December 31, 2008, December 31, 2009, December 31, 2010 and December 31, 2011 (aggregating the remaining 50% of the Stock Options (the “Performance Stock Options”)) if, in addition to the criteria described below, on such dates Executive is employed by the Company and in good standing. The number of provisionally vested Performance Stock Options in respect to a calendar year that shall vest conclusively shall be determined by multiplying the number of such provisionally vested Performance Stock Options by a fraction, the numerator of which fraction shall equal the excess over 90 of the Trued-Up Performance Score for the Target Year inclusive of the date on which such Performance Stock Options provisionally vested (capped at ten for this purpose) and the denominator of which fraction shall equal ten.
b. Provisionally vested Performance Stock Options shall become exercisable only in the event such options become conclusively vested as verified by the Company’s independent auditors and confirmed by the Board.
Performance Vesting Options. Fifty percent (50%) of New Options will vest on achievement of the following financial milestones by the Company:
(i) Fifty percent (50%) of Performance Vesting Options upon the Company reaching EBITDA of $9 million for the year ended December 31, 2006, $12 million for the year ended December 31, 2007 or $15 million for the year ended December 31, 2008. One hundred percent (100%) of Performance Vesting Options shall vest if EBITDA targets are satisfied in any two (2) of the three (3) fiscal years referenced in the preceding sentence;
(ii) One hundred percent (100%) of Performance Vesting Options will vest upon the Company reaching EBITDA of $21 million in aggregate for the years ended December 31, 2006 and 2007, $27 million in aggregate for the years ended December 31, 2007 and 2008 or $36 million in aggregate for the years ended December 31, 2006, 2007 and 2008;
(iii) One hundred percent (100%) of Performance Vesting Options will vest upon a sale, merger or other "change of control" transaction at or above a price of $3.10 per share (as adjusted for any stock split, stock dividend, recapitalization or the like), and in any transaction which the Company's outstanding convertible subordinated debt (the "SUBORDINATED DEBT"), which was issued pursuant to the terms of that certain Securities Purchase Agreement dated as of July 28, 2005 entered into by and between the Company and the investors indicated on the signature page thereto (the "SECURITIES PURCHASE AGREEMENT"), is redeemed in full together with payment in full of any applicable redemption premium in accordance with the terms set forth in the Convertible Subordinated Notes issued by the Company pursuant to the terms of the Securities Purchase Agreement (collectively, the "SUBORDINATED NOTES"); or
(iv) One hundred percent (100%) of any unvested Performance Vesting Options will only be subject to three (3) year time vesting (which period will begin on July 28, 2006), upon completion of a financing by the Company (in either one or a series of related transactions) resulting in aggregate gross proceeds of $20 million or more in which the Company issues equity at or above a price of $3.10 per share (as adjusted for any stock split, stock dividend, recapitalization or the like).
Performance Vesting Options. An additional forty and nine-tenths percent (40.9%) of the Options shall vest (less any such Options that have already vested pursuant to this clause) if and when the Investors (as defined below) have received a Cumulative Total Return as set forth below (the “Cumulative Total Return Goals”) between five (5) and six (6) times the amount invested by the Investors collectively during the applicable period over which Cumulative Total Return is measured (the “Performance Period”), subject to the Executive’s continued employment as of the date, if any, that such Cumulative Total Return is reached and to Section 4 below. The remaining eighteen and two-tenths percent (18.2%) of the Options granted to the Executive hereunder shall vest (less any such Options that have already vested pursuant to this clause) if and when the Investors have received a Cumulative Total Return between eight (8) and nine (9) times the amount invested by the Investors collectively during the Performance Period, subject to the Executive’s continued employment as of the date, if any, that such Cumulative Total Return is reached and to Section 4 below (together with the Options described in the immediately preceding sentence, the “Performance-Vesting Options”). Any Performance-Vesting Options that remain outstanding but not yet vested as of the eighth (8th) anniversary of the Effective Date shall be forfeited upon such anniversary. If the Cumulative Total Return is between five (5) and six (6) times or eight (8) and nine (9) times the amount invested by the Investors, respectively, the number of Performance-Vesting Options which shall vest shall be interpolated and rounded to the nearest whole number of Performance-Vesting Options.
Performance Vesting Options. If the Performance-Vesting Option are not vested as of the date of termination, they shall remain outstanding until the one hundred eightieth (180th) day following the date of termination, and if still unvested as of such day, shall be forfeited.
Performance Vesting Options. At the Effective Time, the level at which the vesting conditions of the Performance Vesting Options have been satisfied with respect to each Performance Vesting Option that is outstanding immediately prior to the Effective Time shall be determined in good faith by the Board of Directors or any appropriate committee thereof based on the Company’s achievement of the applicable performance goals as of the Closing Date (which achievement shall in no event be determined to be greater than the target level of performance), and each Performance Vesting Option that so vests shall become a Vested Company Option, entitled to the Vested Option Consideration pursuant to Section 2.8(a) hereof. For the avoidance of doubt, any Performance Vesting Option that does not become a Vested Company Option pursuant to this Section 2.8(c) shall be canceled and terminated as of the Effective Time, and no payment shall be made with respect thereto.
Performance Vesting Options. On or before the Effective --------------------------- Date, SPC shall cause each of the holders (the "Performance Optionholders") of ------------------------- outstanding options to purchase shares of SPC Common Stock other than Outstanding SPC Time Options (the "Outstanding SPC Performance Options") who has ----------------------------------- not exercised his or her Outstanding SPC Performance Options prior to the Effective Date, to execute an option cancellation agreement (the "Option ------ Cancellation Agreement") in the form of Exhibit D hereto, to cancel such ---------------------- --------- Performance Optionholders' rights under his or her Outstanding SPC Performance Option in consideration of his or her right to receive that number of shares of DPRC Common Stock (collectively, the "Performance Option Shares") having ------------------------- a value as of the relevant valuation date equal to the fair market value of his or her Outstanding SPC Performance Option.
Performance Vesting Options a. An additional 12.5% of the Stock Options shall provisionally vest on each of December 31, 2008, December 31, 2010, December 31, 2011 and December 31, 2012 (aggregating the remaining 50% of the Stock Options (the “Performance Stock Options”)) if, in addition to the criteria described below, on such dates Executive is employed by the Company and in good standing. The number of provisionally vested Performance Stock Options in respect to a calendar year that shall vest conclusively shall be determined by multiplying the number of such provisionally vested Performance Stock Options by a fraction, the numerator of which fraction shall equal the excess over 90 of the Trued-Up Performance Score for the Target Year inclusive of the date on which such Performance Stock Options provisionally vested (capped at ten for this purpose) and the denominator of which fraction shall equal ten.
Performance Vesting Options. (i) Performance-Vesting Options shall be eligible to vest upon any Measurement Date, subject to the Participant’s not having undergone a Termination prior to such Measurement Date, based on the achievement of the following performance hurdles (the “Performance Hurdles”):
(A) None of the Performance-Vesting Options will vest upon any Measurement Date that results in the attainment of a Sponsor MOIC of less than 1.5;
(B) 100% of the Performance-Vesting Options will vest upon any Measurement Date that results in the attainment of a Sponsor MOIC of at least 2.5; and
(C) To the extent that the achieved Sponsor MOIC falls between 1.5 and 2.5, the Performance-Vesting Options will vest based on a linear interpolation between a Sponsor MOIC of 1.5 and a Sponsor MOIC of 2.5.
(ii) Performance-Vesting Options that do not vest prior to or upon the Final Measurement Date will be forfeited upon the Final Measurement Date.
Performance Vesting Options. One-third of the Options granted hereunder shall be Tier II Performance- Vesting Options.
Performance Vesting Options
