Common use of Performance Vesting Requirement Clause in Contracts

Performance Vesting Requirement. (A) The Performance-Based RSUs shall, so long as the Employee remains employed with the Company or its Subsidiaries through the Vesting Date (or the provisions of Section 2(a)(i)(C) otherwise apply), vest on the Vesting Date as follows: up to 100% of the Maximum Performance-Based RSUs awarded hereunder shall become vested if and to the extent that, during the Performance Period, (x) the 2010 Actual Adjusted EBITDA, as compared to the 2010 Budgeted Adjusted EBITDA, and (y) the 2010 Actual Adjusted EPS, as compared to the 2010 Budgeted Adjusted EPS, is achieved, in each case by certain specified percentages, relative to a targeted 2010 Budgeted Adjusted EBITDA amount (the “2010 EBITDA Target”) and a 2010 Budgeted Adjusted EPS amount (the “2010 EPS Target”), respectively, all as set forth on Schedule I attached hereto and incorporated by reference herein. (B) Whether and to what extent the Performance-Based RSUs have become vested shall be determined by the Committee at its first meeting after the Financial Statement Approval Date following the end of the Performance Period (the “Determination Date”), upon the Committee’s certification of achievement of the applicable performance goals set forth in Section 2(a)(ii)(A) above. (C) Notwithstanding anything set forth in this Section 2(b) to the contrary, if the Board does not establish, within the first 120 days of calendar year 2010, any or either of the ▇▇▇▇ ▇▇▇▇▇▇ Target or the 2010 EPS Target, the Performance-Based RSUs shall, so long as the Employee remains employed with the Company or its Subsidiaries through the Vesting Date (or an event described in Section 2(a)(i)(C) occurs), become 100% vested as to the number of Target Performance-Based RSUs awarded hereunder, and all other Performance-Based RSUs granted hereunder shall be forfeited without consideration.

Performance Vesting Requirement. (A) The Performance-Based RSUs shall, so long as performance targets applicable to the Employee remains employed with Cumulative Income Shares are established to incent the Participant to cause the Company or its Subsidiaries through to achieve superior growth in the Vesting Date Company’s net income over the Performance Period (or the provisions as defined below). The number of Section 2(a)(i)(C) otherwise apply), Cumulative Income Shares that vest shall be based on the Vesting Date as follows: up Company’s achievement of cumulative Comprehensive Income Attributable to 100% of IES Holdings, Inc. before provision for income taxes and excluding employee stock compensation expense (“Cumulative Income”) for the Maximum Performance-Based RSUs awarded hereunder shall become vested if and period from October 1, 2018 to September 30, 2021 (the extent that, during the “Performance Period, (x”) the 2010 Actual Adjusted EBITDA, as compared to the 2010 Budgeted Adjusted EBITDA, and (y) target Cumulative Income for the 2010 Actual Adjusted EPS, as compared to the 2010 Budgeted Adjusted EPS, is achieved, in each case by certain specified percentages, relative to a targeted 2010 Budgeted Adjusted EBITDA amount Performance Period of $[ ] (the “2010 EBITDA TargetTarget Cumulative Income”). For the purpose of determining the number of Cumulative Income Shares that vest, Cumulative Income is calculated from the Company’s audited financial statements for the years ended September 30, 2019, 2020, and 2021 in accordance with GAAP, except that it does not take into account any (i) gains or losses on the disposition of a business; (ii) restructuring charges; or (iii) Extraordinary Items as determined by the Committee, where “Extraordinary Items” means any item of income or expense that, taking into account the environment in which the Company operates, (a) possesses a high degree of abnormality and is of a 2010 Budgeted Adjusted EPS amount type unrelated (or only incidentally related) to the Company’s ordinary and typical activities and (b) is not reasonably expected to recur in the foreseeable future. The table set forth in Section I of Schedule A sets forth the percentage, if any, of the total Cumulative Income Shares (the “2010 EPS TargetTarget Cumulative Income Shares”), respectively, all as set forth on Schedule I attached hereto and incorporated by reference herein. (B) Whether and to what extent the Performance-Based RSUs have become vested that shall be determined by deemed vested based on the Committee at its first meeting after the Financial Statement Approval Date following the end Company’s achievement of Cumulative Income for the Performance Period (the “Determination DateVesting Percentage”), . Any Cumulative Income Shares that do not vest upon the Committee’s certification of achievement of the applicable performance goals set forth in Section 2(a)(ii)(A) above. (C) Notwithstanding anything set forth in this Section 2(b) to the contrary, if the Board does not establish, within the first 120 days of calendar year 2010, any or either of the ▇▇▇▇ ▇▇▇▇▇▇ Target or the 2010 EPS Target, the Performance-Based RSUs shall, so long as the Employee remains employed with the Company or its Subsidiaries through the Scheduled Vesting Date (or an event described as defined in Section 2(a)(i)(C3) occurs), become 100% vested as to based on Cumulative Income during the number of Target Performance-Based RSUs awarded hereunder, and all other Performance-Based RSUs granted hereunder Performance Period shall be forfeited without considerationforfeited. The determination of the final Cumulative Income for the Performance Period shall be made by the Committee in its sole discretion in accordance with the formula above.

Performance Vesting Requirement. (A) The Performance-Based RSUs shall, so long as performance targets applicable to the Employee remains employed with Cumulative Income Shares are established to incent the Participant to cause the Company or its Subsidiaries through to achieve superior growth in the Vesting Date Company’s net income over the Performance Period (or the provisions as defined below). The number of Section 2(a)(i)(C) otherwise apply), Cumulative Income Shares that vest shall be based on the Vesting Date as follows: up Company’s achievement of cumulative Comprehensive Income Attributable to 100% of IES Holdings, Inc. before provision for income taxes and excluding employee stock compensation expense (“Cumulative Income”) for the Maximum Performance-Based RSUs awarded hereunder shall become vested if and period from [ ] to [ ] (the extent that, during the “Performance Period, (x”) the 2010 Actual Adjusted EBITDA, as compared to the 2010 Budgeted Adjusted EBITDA, and (y) target Cumulative Income for the 2010 Actual Adjusted EPS, as compared to the 2010 Budgeted Adjusted EPS, is achieved, in each case by certain specified percentages, relative to a targeted 2010 Budgeted Adjusted EBITDA amount Performance Period of $[ ] (the “2010 EBITDA TargetTarget Cumulative Income”). For the purpose of determining the number of Cumulative Income Shares that vest, Cumulative Income is calculated from the Company’s audited financial statements for the years ended September 30, [ ], [ ], and [ ] in accordance with GAAP, except that it does not take into account any (i) gains or losses on the disposition of a business; (ii) restructuring charges; or (iii) Extraordinary Items as determined by the Committee, where “Extraordinary Items” means any item of income or expense that, taking into account the environment in which the Company operates, (a) possesses a high degree of abnormality and is of a 2010 Budgeted Adjusted EPS amount type unrelated (or only incidentally related) to the Company’s ordinary and typical activities and (b) is not reasonably expected to recur in the foreseeable future. The table set forth in Schedule A sets forth the percentage, if any, of the total Cumulative Income Shares (the “2010 EPS TargetTarget Cumulative Income Shares”), respectively, all as set forth on Schedule I attached hereto and incorporated by reference herein. (B) Whether and to what extent the Performance-Based RSUs have become vested that shall be determined by deemed vested based on the Committee at its first meeting after the Financial Statement Approval Date following the end Company’s achievement of Cumulative Income for the Performance Period (the “Determination DateVesting Percentage”), . Any Cumulative Income Shares that do not vest upon the Committee’s certification of achievement of the applicable performance goals set forth in Section 2(a)(ii)(A) above. (C) Notwithstanding anything set forth in this Section 2(b) to the contrary, if the Board does not establish, within the first 120 days of calendar year 2010, any or either of the ▇▇▇▇ ▇▇▇▇▇▇ Target or the 2010 EPS Target, the Performance-Based RSUs shall, so long as the Employee remains employed with the Company or its Subsidiaries through the Scheduled Vesting Date (or an event described as defined in Section 2(a)(i)(C3) occurs), become 100% vested as to based on Cumulative Income during the number of Target Performance-Based RSUs awarded hereunder, and all other Performance-Based RSUs granted hereunder Performance Period shall be forfeited without considerationforfeited. Subject to Section 5, the determination of the final Cumulative Income for the Performance Period shall be made by the Committee in its sole discretion in accordance with the formula above.

Performance Vesting Requirement. (A) The Performance-Based RSUs shall, so long as the Employee remains employed with the Company or its Subsidiaries through the Vesting Date (or the provisions of Section 2(a)(i)(C2(b)(i)(C) otherwise apply), vest on the Vesting Date as follows: up to 100% of the Maximum Performance-Based RSUs awarded hereunder shall become vested if and to the extent that, during the Performance Period, (x) the 2010 Actual Adjusted EBITDA, as compared to the 2010 Budgeted Adjusted EBITDA, and (y) the 2010 Actual Adjusted EPS, as compared to the 2010 Budgeted Adjusted EPS, is achieved, in each case by certain specified percentages, relative to a targeted 2010 Budgeted Adjusted EBITDA amount (the “2010 EBITDA Target”) and a 2010 Budgeted Adjusted EPS amount (the “2010 EPS Target”), respectively, all as set forth on Schedule I attached hereto and incorporated by reference herein. (B) Whether and to what extent the Performance-Based RSUs have become vested shall be determined by the Committee at its first meeting after the Financial Statement Approval Date following the end of the Performance Period (the “Determination Date”), upon the Committee’s certification of achievement of the applicable performance goals set forth in Section 2(a)(ii)(A2(b)(ii) above. (C) Notwithstanding anything set forth in this Section 2(b) to the contrary, if the Board does not establish, within the first 120 days of calendar year 2010, any or either of the ▇▇▇▇ ▇▇▇▇▇▇ Target or the 2010 EPS Target, the Performance-Based RSUs shall, so long as the Employee remains employed with the Company or its Subsidiaries through the Vesting Date (or an event described in Section 2(a)(i)(C2(b)(i)(C) occurs), become 100% vested as to the number of Target Performance-Based RSUs awarded hereunder, and all other Performance-Based RSUs granted hereunder shall be forfeited without consideration.

Performance Vesting Requirement. (A) The Performance-Based RSUs shall, so long as the Employee remains employed with the Company or its Subsidiaries through the Vesting Date (or the provisions of Section 2(a)(i)(C2(b)(i)(C) otherwise apply), vest on the Vesting Date as follows: up to 100% of the Maximum Performance-Based RSUs awarded hereunder shall become vested if and to the extent that, during fiscal year 2009 of the Company (the “Performance Period”), (x) the 2010 2009 Actual Adjusted EBITDA, as compared to the 2010 2009 Budgeted Adjusted EBITDA, and (y) the 2010 2009 Actual Adjusted EPS, as compared to the 2010 2009 Budgeted Adjusted EPS, is achieved, in each case by certain specified percentages, relative to a targeted 2010 2009 Budgeted Adjusted EBITDA amount (the “2010 2009 EBITDA Target”) and a 2010 2009 Budgeted Adjusted EPS amount (the “2010 2009 EPS Target”), respectively, all as set forth on Schedule I attached hereto and incorporated by reference herein. (B) Whether and to what extent the Performance-Based RSUs have become vested shall be determined by the Committee at its first meeting after the Financial Statement Approval Date following the end of the Performance Period (the “Determination Date”), upon the Committee’s certification of achievement of the applicable performance goals set forth in Section 2(a)(ii)(A2(b)(ii) above. (C) Notwithstanding anything set forth in this Section 2(b) to the contrary, if the Board does not establish, within the first 120 days of calendar year 20102009, any or either of the ▇▇▇▇ ▇▇▇▇▇▇ Target or the 2010 2009 EPS Target, the Performance-Based RSUs shall, so long as the Employee remains employed with the Company or its Subsidiaries through the Vesting Date (or an event described in Section 2(a)(i)(C2(b)(i)(C) occurs), become 100% vested as to the number of Target Performance-Based RSUs awarded hereunder, and all other Performance-Based RSUs granted hereunder shall be forfeited without consideration.