Performance Vesting Shares. If the Date of Termination does not occur during the Performance Period with respect to the Performance Vesting Shares, then, at the end of the Performance Period for such shares, the Participant shall become vested in those Performance Vesting Shares, and shall own the shares free of all restrictions otherwise imposed by this Agreement, but only to the extent expressly provided by this paragraph 6. Except as otherwise provided in this paragraph 6, if the Date of Termination occurs at or prior to the end of the Performance Period, the Performance Vesting Shares shall be forfeited. With respect to all Performance Vesting Shares, the “Performance Period” shall begin on the Grant Date and shall end on March 31, 2009.
Performance Vesting Shares. (i) Except as otherwise provided in Sections 2(b)(ii) and 2(b)(iii) below, 18.18% of the shares of Executive Stock purchased hereunder (the "Performance Vesting Shares") shall vest on the seventh anniversary of the date hereof, if as of such date Executive is still employed by the Company or any Subsidiary, provided that if at the end of any of the first five fiscal years of the Company following the Closing (however, if the end of the first fiscal year following the Closing occurs within six months of the Closing, the test described below shall be made at the end of the five consecutive fiscal years of the Company starting with the end of the second fiscal year following the Closing), both the Company's EBITDA and EBITDA Percentage equal or exceed 90% of the Company's's Projected EBITDA and Projected EBITDA Percentage, as determined in good faith by the Board, respectively, for such fiscal years, then 20% of the Performance Vesting Shares shall vest as of the end of each fiscal year in which such requirement is satisfied. In the event the Company does not satisfy the requirement for 20% of the Performance Vesting Shares to vest as of the end of any fiscal year, IF (i) the sum of the Company's EBITDA for the fiscal year in which such requirement is not met and the immediately succeeding fiscal year equals or exceeds 90% of the sum of the Company's Projected EBITDA for such two fiscal years, and (ii) the average of the Company's EBITDA Percentages for such two years equals or exceeds 90% of the average of the Company's Projected EBITDA Percentages for such two fiscal years, THEN 40% of the Performance Vesting Shares shall vest as of the end of the second of such two fiscal years.
(ii) Except as set forth in Section 2(b)(iii) below, in the event Executive ceases to be employed by the Company for any reason, then any Performance Vesting Shares which have not become vested on or prior to such date shall not vest after such date.
(iii) In the event the Company terminates Executive (other than for Cause or as a result of Executive's death or disability) prior to the fifth anniversary of the date of the Closing and the Additional Benefits Requirements (as defined below) are satisfied as determined in good faith by the Board, the Performance Vesting Shares shall continue to vest after Executive's termination in accordance with the provisions of Section 2(b)(i) as if Executive were still employed by the Company.
Performance Vesting Shares. The Unvested Shares owned by the Sponsors (and their respective Affiliates and Permitted Transferees) at Closing will be subject to the following vesting thresholds:
(i) 50% of the Unvested Shares owned by the Sponsors (or their respective Affiliates and Permitted Transferees) shall vest (and shall not be subject to forfeiture) upon the occurrence of Triggering Event I (the “$12 Sponsor Shares”). If Triggering Event I does not occur on or prior to the fifth (5th) anniversary of the Closing Date, the Sponsor Shares that were eligible to vest pursuant to this Section 4(c)(i) shall not vest, and shall be forfeited as provided in Section 4(c)(iii).
(ii) 50% of the Unvested Shares owned by the Sponsors (or their respective Affiliates and Permitted Transferees) shall vest (and shall not be subject to forfeiture) upon the occurrence of Triggering Event II (the “$14 Sponsor Shares”). If Triggering Event II does not occur on or prior to the fifth (5th) anniversary of the Closing Date, the Sponsor Shares that were eligible to vest pursuant to this Section 4(c)(ii) shall not vest, and shall be forfeited as provided in Section 4(c)(iii).
(iii) Any unvested Sponsor Shares that are forfeited pursuant to Section 4(c)(i) through Section 4(c)(ii) shall be deemed transferred by the forfeiting holder to the Acquiror and shall be cancelled by Acquiror and cease to exist.
(iv) Notwithstanding anything in this Agreement to the contrary, 100% of the $12 Sponsor Shares and $14 Sponsor Shares shall vest (and shall not be subject to forfeiture) upon a Company Sale consummated at a Company Sale Price that is equal to or greater than the redemption price payable to the Acquiror’s stockholders.
Performance Vesting Shares. A. 25% of the unvested Founder Shares Beneficially Owned by each Sponsor (or Affiliate thereof) as of the Closing shall vest at such time as a $12.50 Stock Price Level is achieved on or before the fifth anniversary of the Closing Date. For the avoidance of doubt, if a $12.50 Stock Price Level is not achieved on or prior to the fifth anniversary of the Closing Date, the Founder Shares that were eligible to vest pursuant to this paragraph 4(c)(1)(II)(A) shall not vest and shall be forfeited as provided in paragraph 4(c)(3).
B. 25% of the unvested Founder Shares Beneficially Owned by each Sponsor (or Affiliate thereof) as of the Closing shall vest at such time as a $15.00 Stock Price Level is achieved on or before the fifth anniversary of the Closing Date. For the avoidance of doubt, if a $15.00 Stock Price Level is not achieved on or prior to the fifth anniversary of the Closing Date, the Founder Shares that were eligible to vest pursuant to this paragraph 4(c)(1)(II)(B) shall not vest and shall be forfeited as provided in paragraph 4(c)(3).
Performance Vesting Shares. A. 25% of the unvested Holdings Shares Beneficially Owned by each Founder (or Affiliate thereof) as of the Closing shall vest at such time as a $15.25 Stock Price Level is achieved on or before the date that is 42 months after the Closing Date; provided, however, that none of such Holdings Shares shall vest prior to the first anniversary of the Closing Date, not more than 1/3 of such Holdings Shares shall vest prior to the second anniversary of the Closing Date and not more than 2/3 of such Holdings Shares shall vest prior to the third anniversary of the Closing Date. If a $15.25 Stock Price Level is not achieved on or before the date that is 42 months after the Closing Date, then the Holdings Shares that are eligible to vest pursuant to this paragraph 7(d)(1)(II)(A) shall vest at such time as a $17.50 Stock Price Level is achieved on or before the fifth anniversary of the Closing Date. For the avoidance of doubt, if a $17.50 Stock Price Level is not achieved on or prior to the fifth anniversary of the Closing Date, the Holdings Shares that were eligible to vest pursuant to this paragraph 7(d)(1)(II)(A) shall not vest and shall be forfeited as provided in paragraph 7(d)(4).
B. 25% of the unvested Holdings Shares Beneficially Owned by each Founder (or Affiliate thereof) as of the Closing shall vest at such time as a $17.50 Stock Price Level is achieved on or before the fifth anniversary of the Closing Date; provided, however, that none of such Holdings Shares shall vest prior to the first anniversary of the Closing Date, not more than 1/3 of such Holdings Shares shall vest prior to the second anniversary of the Closing Date and not more than 2/3 of such Holdings Shares shall vest prior to the third anniversary of the Closing Date. For the avoidance of doubt, if a $17.50 Stock Price Level is not achieved on or prior to the fifth anniversary of the Closing Date, the Holdings Shares that were eligible to vest pursuant to this paragraph 7(d)(1)(II)(B) shall not vest and shall be forfeited as provided in paragraph 7(d)(4).
Performance Vesting Shares. 100% of the Performance-Vesting Shares shall vest upon the achievement of a 1.0x Qualifying Return to Investor, provided that the Grantee’s Employment continues through such time.
Performance Vesting Shares. (i) 15% of the unvested Founder Shares owned by the Sponsors (or their respective Affiliates) as of the Closing shall vest (and shall not be subject to forfeiture) upon the occurrence of Triggering Event I (the “$12 Founder Shares”). If Triggering Event I does not occur on or prior to the fifth anniversary of the Closing Date, the Founder Shares that were eligible to vest pursuant to this Section 1.9(c)(i) shall not vest, and shall be forfeited as provided in Section 1.9(c)(iii).
(ii) 15% of the unvested Founder Shares owned by the Sponsors (or their respective Affiliates) as of the Closing shall vest (and shall not be subject to forfeiture) upon the occurrence of Triggering Event II (the “$15 Founder Shares”). If Triggering Event II does not occur on or prior to the fifth anniversary of the Closing Date, the Founder Shares that were eligible to vest pursuant to this Section 1.9(c)(ii) shall not vest, and shall be forfeited as provided in Section 1.9(c)(iii).
(iii) Any unvested Founder Shares that are forfeited pursuant to Section 1.9(c)(i) or Section 1.9(c)(ii) shall be deemed transferred by the forfeiting holder to the Acquiror and shall be cancelled by Acquiror and cease to exist.
Performance Vesting Shares. 25% of the Founder Shares Beneficially Owned by the Sponsor as of the Closing shall vest at such time as a $12.50 Stock Price Level is achieved.
Performance Vesting Shares. Three hundred fifty-thousand Shares (350,000) shall vest in separate tranches based on the achievement of certain Adjusted EBITDA (as defined below) targets as agreed upon between Executive and the Compensation Committee of the Board and as set forth in the stock option agreement governing such stock option. For purposes of this Agreement, “Adjusted EBITDA” is “GAAP net income from continuing operations (after deduction of minority interest) as reported on the income statement of the Company for the period in question PLUS, for the period in question, reported depreciation, amortization, interest expense (including loan fees), and taxes.” ”
Performance Vesting Shares. Three hundred fifty-thousand Shares shall vest in separate tranches upon the achievement of Adjusted EBITDA (as defined below) in excess of the 2005 EBITDA of $42.1 million as follows. GAAP Adjusted EBITDA Goals # of Shares Vesting $48.4 million 100,000 $55.7 million 75,000 $64.0 million 75,000 $73.6 million 50,000 $84.6 million 50,000
