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.
Appears in 1 contract
Samples: Senior Management Agreement (American Medserve Corp)
Performance Vesting Shares. (i) Except as otherwise provided in Sections 2(b)(ii) and 2(b)(iii) below, 18.1830% of the shares of Executive Stock purchased hereunder (the "Performance Vesting Shares") shall vest on the seventh anniversary of the date hereofStart Date, 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)date hereof, 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. Upon the occurrence of a Sale of the Company while the Executive is still employed by the Company or its Subsidiaries, all Performance Vesting Shares which have not yet become vested shall become vested at the time of such event.
(iii) In the event the Company terminates Executive (other than for Cause Cause) or as a result in the event of Executive's death or disabilitydisability (as reasonably determined by the Board or CEO) 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 termination, death or disability as applicable in accordance with the provisions of Section 2(b)(i) as if Executive were still employed by the Company.
Appears in 1 contract
Samples: Senior Management Agreement (American Medserve Corp)
Performance Vesting Shares. (i) Except as otherwise provided in Sections 2(b)(ii) and 2(b)(iii) below, 18.1820% of the shares of Executive Stock purchased hereunder (the "Performance Vesting Shares") shall vest on the seventh anniversary of the date hereofStart Date, 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)date hereof, 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 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. Upon the occurrence of a Sale of the Company while the Executive is still employed by the Company or its Subsidiaries, all Performance Vesting Shares which have not yet become vested shall become vested at the time of such event.
(iii) In the event the Company terminates Executive (other than for Cause Cause) or as a result in the event of Executive's death or disabilitydisability (as reasonably determined by the Board or CEO) 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 termination, death or disability as applicable in accordance with the provisions of Section 2(b)(i) as if Executive were still employed by the Company.
Appears in 1 contract
Samples: Senior Management Agreement (American Medserve Corp)
Performance Vesting Shares. (i) Except as otherwise provided in Sections 2(b)(ii) and 2(b)(iii) below, 18.1825% of the shares of Executive Stock purchased hereunder (the "Performance Vesting Shares") shall vest on the seventh anniversary of the date hereofStart Date, 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)date hereof, 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. Upon the occurrence of a Sale of the Company while the Executive is still employed by the Company or its Subsidiaries, all Performance Vesting Shares which have not yet become vested shall become vested at the time of such event.
(iii) In the event the Company terminates Executive (other than for Cause Cause) or as a result in the event of Executive's death or disabilitydisability (as reasonably determined by the Board or CEO) 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 termination, death or disability as applicable in accordance with the provisions of Section 2(b)(i) as if Executive were still employed by the Company.
Appears in 1 contract
Samples: Senior Management Agreement (American Medserve Corp)