Performance-Vesting Restricted Stock Sample Clauses

Performance-Vesting Restricted Stock. (a) Subject to Section 5, a maximum of 17,874 shares of the Restricted Stock (the “EPS Performance-Vested Restricted Shares”) shall vest and have the forfeiture restrictions applicable thereto lapse, in three (3) substantially equal installments with the first installment vesting on the later of certification by the Administrator of the EPS Performance (as defined below) and the first anniversary of the Date of Grant, and the second and third installments vesting on each of the second and third anniversaries of the Date of Grant (each, an “EPS Vesting Date”), subject to the Participant’s continued employment with the Company or any of its Affiliates on each EPS Vesting Date; provided that the actual number of EPS Performance-Vested Restricted Shares that may become vested under the foregoing schedule shall be equal the product, rounded down to the nearest whole number, of (i) the maximum number of EPS Performance-Vested Restricted Shares multiplied by (ii) the EPS Percentage determined as follows: (b) 4822-8096-1017 Performance Level EPS Performance EPS Percentage1 Threshold -$4.50 10% Target -$0.58 50% Maximum $8.37 or greater 100%
Sample 1
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Performance-Vesting Restricted Stock. The Company and the Employee acknowledge that, pursuant to that certain Employee Performance Restricted Share Units Award Notice, dated as of May 10, 2021, the Employee holds an aggregate of 71,790 outstanding and unvested performance-vesting restricted share units of the Company (PSUs) under the terms and conditions set forth in the Plan. The PSUs shall be treated as follows: notwithstanding that all of the PSUs would, in the absence of this Agreement, be subject to forfeiture and cancellation as of the Termination Date for no consideration pursuant to their terms, in consideration of and subject to the terms of this Agreement, it is agreed that the PSUs shall continue to vest following the Termination Date in accordance with the vesting schedules applicable to these awards.
Sample 1
Performance-Vesting Restricted Stock. The Company and the Executive acknowledge that, pursuant to those certain Employee Performance Restricted Shares Award Notices, dated as of February 28, 2018, February 26, 2019 and February 27, 2020, the Executive holds (measured at hypothetical target levels of performance) an aggregate of 154,796 outstanding and unvested performance-vesting restricted shares of the Company (“Performance Restricted Shares”) under the terms and conditions set forth in the Plan. The Performance Restricted Shares shall be treated as follows: (i) the Performance Restricted Shares granted on February 28, 2018 (35,587 of the 154,796) shall remain outstanding and shall vest and be settled in accordance with the terms of the applicable Performance Restricted Shares Award Notice and the Plan, subject to achievement of the performance goals for the performance period as determined by the Compensation Committee of the Board (the “Committee”) in the same manner as generally applicable for all other executives of the Company, and (ii) notwithstanding that all of the Performance Restricted Shares granted on February 26, 2019 (53,524 of the 154,796) and February 27, 2020 (65,685 of the 154,796) would, in the absence of this Agreement, be subject to forfeiture and cancellation as of the Termination Date for no consideration pursuant to their terms, in consideration of the Executive’s entry into, non-revocation of, and compliance with this Agreement and the attached Waiver and Release of Claims, and execution and delivery of the attached Reaffirmation, the Performance Restricted Shares granted on February 26, 2019 and February 27, 2020 shall vest on the Termination Date equal to the number of Performance Restricted Shares subject to each such award measured at hypothetical target levels of performance (119,209 in total).
Sample 1
Performance-Vesting Restricted Stock. The Company and the Executive acknowledge that, pursuant to those certain Employee Performance Restricted Shares Award Notices, dated as of February 21, 2017, February 28, 2018 and February 26, 2019, the Executive was previously granted an aggregate of 303,719 performance-vesting restricted shares of the Company at target (“Performance Restricted Shares”) under the terms and conditions set forth in the Third Point Reinsurance Limited 2013 Omnibus Incentive Plan (the “Plan”), all of which are outstanding and unvested as of the Termination Date. The parties hereby agree that, pursuant to Section 6(c) of the Employment Agreement, (1) all of the Executive’s unvested Performance Restricted Shares shall remain outstanding through the scheduled vesting dates, as applicable, and shall vest and/or be forfeited based on satisfaction of the applicable performance goals to the same extent as if the Executive’s services to the Company had not ended, and (2) subject to Section 6(d) of this Agreement, the resulting number of Performance Restricted Shares after such determination shall be prorated based on the elapsed portion of the performance period from the grant date thereof through the Termination Date.
Sample 1
Performance-Vesting Restricted Stock. Upon the Effective Date, Executive shall be granted 300,000 shares of "performance-based" restricted common stock of the Company (the "Performance Restricted Stock"). All restrictions on the Performance Restricted Stock shall lapse with respect to 100% of the Performance Restricted Stock if, within the seven-year period commencing on the Effective Date (the "Vesting Period"), the Fair Market Value of a share of common stock of the Company shall equal or exceed the lower of (i) 133% of the Fair Market Value on the Effective Date or (ii) $24 per share, for a period of at least ten consecutive trading days on the New York Stock Exchange (subject to equitable adjustment in the event of any change in the outstanding common stock of the Company by reason, other than due to a Change of Control as provided at Section 5(d), of any stock dividend, stock split, reorganization, recapitalization, merger, consolidation, spin-off, combination, transaction, exchange of common stock or other corporate exchange or any extraordinary distribution to shareholders of the Company), provided that Executive is still employed by the Company on such date, except as otherwise provided pursuant to Section 8. If the performance goals described in this Section 5(b) are not achieved during the Vesting Period, the Performance Restricted Stock shall be forfeited without consideration, except as otherwise provided pursuant to Section 5(d). The grant of Performance Restricted Stock shall be evidenced by a Performance Restricted Stock Agreement substantially in the form attached hereto as Exhibit B.
Sample 1

Related to Performance-Vesting Restricted Stock

  • Performance Vesting Within sixty (60) days following the completion of the Performance Period, the Plan Administrator shall determine the applicable number of Performance Shares in accordance with the provisions of the Award Notice and Schedule I attached thereto.

  • Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date The Administrator may at any time accelerate the vesting schedule specified in this Section 2.

  • Payment of Restricted Stock Units (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the tenth business day of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A of the Code).

  • Forfeiture of Restricted Stock Units i. If the Participant’s employment is terminated by reason of the Retirement of the Participant before October 1, <Year_of_Grant>, then the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or death, any Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

  • Vesting of Restricted Stock The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

  • Settlement of Restricted Stock Units Subject to the terms of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

  • Grant of Restricted Stock Units The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date that unit vests in accordance with the express provisions of this Agreement. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement.

  • Grant of Restricted Share Units Subject to all of the terms and conditions of this Award Agreement and the Plan, the Company hereby grants to the Participant [ ] Class A restricted share units (the “RSUs”).

  • Forfeiture of Restricted Stock In addition to the circumstance described in Section 9(a) hereof, any and all shares of Restricted Stock which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company upon the termination by the Grantee, the Company or its subsidiaries of the Grantee’s employment for any reason other than those set forth in Section 4 or other than without “Cause” prior to the date on which such shares of Restricted Stock would otherwise vest. All or any portion of the Restricted Stock may be forfeited by the Grantee prior to vesting at his or her sole discretion.

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