Performance Vesting Terms Clause Samples
The Performance Vesting Terms clause defines the conditions under which equity or other benefits are granted to an individual based on the achievement of specific performance goals. Typically, this clause outlines measurable targets—such as sales milestones, project completions, or financial metrics—that must be met before vesting occurs. By tying vesting to performance, the clause incentivizes recipients to meet or exceed objectives, ensuring that rewards are aligned with actual contributions and organizational success.
Performance Vesting Terms. The Performance Stock is conditionally granted as a target award (the “Target Award”) subject to a performance period (the “Performance Period” described below), and in consideration for the services which the Participant is to render the Company over the vesting period during the Performance Period. The Performance Stock is subject to all of the terms and conditions set forth in this Agreement and the Plan.
a) The Performance Period begins DATE and ends DATE. During this period, the Company’s stock (NYSE: MCF) performance will be measured against the performance of the S&P Oil & Gas Exploration & Production Exchange-Traded Fund (NYSE-ARCA: XOP) (the “Fund”) over the same period. A five-day volume weighted average price (VWAP) using the first five trading days and the last five days of the Performance Period will be used to measure the Company’s stock price performance percentage over or under the Fund’s performance percentage.
b) The Target Award will be adjusted by a “Modifier” (described within the chart in Section 10(c)(i)). A Participant’s earned award (if any) shall be equal to the Target Award multiplied by the Modifier for the applicable Performance Period after completion thereof, as reviewed and approved by the Board of Directors or a committee thereof (the “Earned Performance Stock”). The Modifier will be as follows based on the Company’s performance during the Performance Period compared to the Fund over the same period: 0% if performance is below minimum, 50% if performance is at minimum, 100% if performance is at target and 200% if performance is at or above the maximum level. For performance between the minimum and target level, a proportionate fraction of the Modifier between 50% and 100% will be applied, and for performance between the target level and maximum level, a proportionate fraction of the Modifier between 100% and 200% will be applied.
c) In the event the absolute performance of the Company’s stock is negative for the Performance Period, the Modifier will be reduced by 50%.
i) Example:
Performance Vesting Terms. In addition to the Time-Vesting Terms described in subsection (a) above, the Option shall vest and become exercisable only in the event the closing price of a share of the Common Stock reported on Nasdaq (the “closing share price”) during any thirty (30) consecutive trading days concluding on or prior to the fifth (5th) anniversary of the Grant Date reflects an increase of at least thirty percent (30%) over the Corporation’s volume-weighted average closing share price for the thirty (30) consecutive trading days preceding January 13, 2021 (the “Stock Price Performance Hurdle”). In the event the closing share price does not satisfy the Stock Price Performance Hurdle during a thirty (30) consecutive trading day period that concludes on or prior to the fifth (5th) anniversary of the Grant Date, the Option will expire and be cancelled as of such fifth (5th) anniversary date and you will not be entitled to exercise the Option or any portion thereof and will not be entitled to receive any consideration for the Option.
Performance Vesting Terms. In addition to the Time-Vesting Terms described in subsection (a) above, the following performance-vesting terms shall apply:
i. The portion of the Option that is eligible to vest and become exercisable on each of the first and second Vesting Dates, will vest with respect to the target number of shares of Common Stock applicable to each such Vesting Date, subject to your continued employment with the Corporation or a Subsidiary through the applicable Vesting Date.
ii. The portion of the Option that is eligible to vest and become exercisable on each of the third, fourth, and fifth Vesting Dates will be determined based on the Relative TSR (defined below) performance modifier (the “TSR Modifier”) for the applicable Performance Period (defined below). The TSR Modifier can impact the total number of shares of Common Stock that vest under the Option by plus or minus fifty percent (50%) of the Target Number of Shares, such that the Option may vest at between fifty percent (50%) and one-hundred and fifty percent (150%) of the Target Number of Shares based on the Relative TSR goals as set forth in Schedule A. In the event that the TSR Modifier results in the right to purchase a partial share of Common Stock, the partial share will be rounded down to zero. Determination of the Corporation’s Relative TSR shall be subject to certification by the Committee.
Performance Vesting Terms. In addition to the Time-Vesting Terms described in subsection (a) above, the Option shall vest and become exercisable only in the event the Stock Price Performance Hurdle is satisfied on or prior to February 1, 2024. The Stock Price Performance Hurdle is a period of thirty (30) consecutive trading days in which the closing price of a share of the Common Stock reported on Nasdaq is at least the greater of (1) 30% over the closing price of Common Stock on February 1, 2019, or (2) 15% over the closing price of Common Stock on the Grant Date (both closing prices are as reported by Nasdaq). In the event the Stock Price Performance Hurdle is not satisfied on or prior to February 1, 2024, the Option will expire and be cancelled as of February 1, 2024 and you will not be entitled to exercise the Option or any portion thereof and will not be entitled to receive any consideration for the Option.
Performance Vesting Terms. The Performance Stock Units awarded hereunder shall vest, if at all, based on the Corporation’s TSR (as defined below) during the Performance Period relative to the TSR of the Comparator Companies (as defined below), subject to the terms and conditions of the Plan, the Agreement and this Exhibit A. Capitalized terms not explicitly defined in this Exhibit A shall have the same meanings given to them in the Plan or the Agreement, as applicable.
Performance Vesting Terms. The Performance Stock is conditionally granted as a target award (the “Target Award”) of which 0% to [ ]% of such Target Award may be earned based attainment on of the performance goals described below over the performance period (the “Performance Period” described below), and in consideration for the services which the Participant is to render the Company over the vesting period during the Performance Period. The Performance Stock is subject to all of the terms and conditions set forth in this Agreement and the Plan.
a) The Performance Period begins [ ] and ends [ ]. During this period, the Company’s Total Shareholder Return (“TSR”, as further defined below) will be measured against the TSR of the following 12 peer companies (the “Peer Companies”):
b) Any Peer Company filing for bankruptcy during the Performance Period shall be moved to the bottom of the group (i.e. -100% TSR). Any Peer Company that is acquired, merged, sells all or substantially all of its assets, ceases to be publicly traded or is otherwise involved in a transaction that makes it an improper comparison for the Company during the Performance Period shall be removed from the comparison group.
c) At the end of the Performance Period, the TSR for MCF and each of the Peer Companies will be calculated and ranked highest to lowest, with a percentile rank assigned to each Peer Company, and associated payout as percentage of the Target Award granted as set forth in the table contained within section 2(d) (the “Payout as % of Target”). For performance ranks between those listed below, a proportionate fraction of the Payout as % of Target will be applied.
Performance Vesting Terms. The Performance Stock is conditionally granted as a target award (the “Target Award”) subject to a performance period (the “Performance Period” described below), and in consideration for the services which the Participant is to render the Company over the vesting period during the Performance Period. The Performance Stock is subject to all of the terms and conditions set forth in this Agreement and the Plan.
a) The Performance Period begins ______________ and ends _______________. During this period, the Company’s Total Shareholder Return (“TSR”) will be measured against the TSR of the following 21 peer companies (the “Peer Companies”): · Carrizo Oil & Gas, Inc. · Matador Resources Co. · WPX Energy, Inc. · QEP Resources, Inc. · Oasis Petroleum, Inc. · ▇▇▇▇▇▇▇ Petroleum Corp. · SM Energy Co. · ▇▇▇▇ ▇▇▇▇▇▇▇ Corp. · ▇▇▇▇▇▇ Oil Corp. · Energen Corp. · Extraction Oil & Gas Inc. · Denbury Resources, Inc. · Synergy Resources Corp. · ▇▇▇▇▇▇▇ Energy Corp. · W&T Offshore, Inc. · Abraxas Petroluem Corp. · Approach Resources, Inc. · EP Energy Corp. · ▇▇▇▇▇▇ Petroleum Co. · Halcon Resources Corp. · Laredo Petroleum, Inc.
b) Any Peer Company filing for bankruptcy during the Performance Period shall be moved to the bottom of the group (i.e. -100% TSR). Any Peer Company that is acquired during the Performance Period shall be removed from the comparison group.
c) At the end of the Performance Period, the TSR for MCF and each of the Peer Companies is calculated and ranked highest to lowest, with a percentile rank assigned to each Peer Company, and Payout as % of Target as set forth in the table below. For performance ranks between those listed below, a proportionate fraction of the Payout as % of Target will be applied.