PRSUs. All PRSUs shall continue to vest on a time-basis under the vesting schedule in effect immediately prior to the Change in Control. As of the date of the Change in Control, the PRSUs shall be valued at the greater of one hundred percent (100%) of Target and actual performance as of the last day of the most recently completed quarter. If TCF terminates Executive’s Employment Without Cause or if Executive terminates Employment due to Good Reason within two (2) years following the Change in Control, subject to satisfaction of the Release requirements in Section 6(c)(i)(A), any unvested PRSUs automatically shall one hundred percent (100%) vest, with settlement to occur within seven (7) days thereafter.
PRSUs. As further described below, 50% of each annual grant of PRSUs (the “Absolute TSR PRSUs”) will vest based on MFA’s average total shareholder return (“Average TSR”) for the three year performance period beginning on January 1 of the year of grant (the “TSR Performance Period”), and 50% of each annual grant of PRSUs (the “Relative TSR PRSUs”) will vest based on MFA’s TSR compared to the TSR of designated peer group companies, as set forth in the applicable Award Agreement, during the TSR Performance Period. Each annual grant of PRSUs will provide for a target grant of Absolute TSR PRSUs (the “Absolute TSR Target Award”) and a target grant of Relative TSR PRSUs (the “Relative TSR Target Award”). The Absolute TSR Target Award shall be a number of PRSUs equal to (a) divided by (b), where (a) is equal to 50% of the PRSU Grant Date Value and (b) is equal to the grant date fair value per unit of one Absolute TSR PRSU. The Relative TSR Target Award shall be a number of PRSUs equal to (a) divided by (b), where (a) is equal to 50% of the PRSU Grant Date Value and (b) is equal to the grant date fair value per unit of one Relative TSR PRSU. The PRSU Grant Date Value shall be equal to $480,000, provided that, the Committee may increase or decrease such amount for any annual grant of PRSUs made in 2022 and future years, upon reasonable notice and consultation with the Executive. Each TSR Performance Period shall be the three-year period beginning on January 1st of the calendar year in which the applicable grant of PRSUs is made. The PRSUs will vest on the last day of the applicable TSR Performance Period, to the extent that the total shareholder return performance goals described below are achieved, provided that the Executive remains employed for the entire vesting period and subject to vesting as set forth in the applicable Award Agreement, as described in Sections 5(a), 5(b), 5(c) and 5(f) of the Agreement. Any unvested PRSUs shall be forfeited as of the date of Executive’s termination of employment, except as provided in the applicable Award Agreement, as described in Sections 5(a), 5(b), 5(c) and 5(f) of the Agreement. Upon the settlement date set forth in the applicable Award Agreement, the Executive will receive one share of common stock of MFA for each vested PRSU. Notwithstanding anything to the contrary in this Exhibit B, the fair market value of the shares of MFA common stock delivered, measured as of the last day of the Performance Period (or, if earlier, the ...
PRSUs. As further described below, 50% of each annual grant of PRSUs (the “Absolute TSR PRSUs”) will vest based on MFA’s average total shareholder return (“Average TSR”) for the three year performance period beginning on January 1 of the year of grant (the “TSR Performance Period”), and 50% of each annual grant of PRSUs (the “Relative TSR PRSUs”) will vest based on MFA’s TSR compared to the TSR of designated peer group companies, as set forth in the applicable award agreement, during the TSR Performance Period. Each annual grant of PRSUs will provide for a target grant of 22,500 Absolute TSR PRSUs (the “Absolute TSR Target Award”) and a target grant of 22,500 Relative TSR PRSUs (the “Relative TSR Target Award”). The TSR Performance Periods are as follows: · January 1, 2018 through December 31, 2020 · January 1, 2019 through December 31, 2021 The PRSUs will vest on December 31 of the applicable TSR Performance Period, to the extent that the total shareholder return performance goals described below are achieved; provided that the Executive remains employed for the entire vesting period and subject to vesting as described in Sections 5(a), 5(b), 5(c), and 5(g) of the Agreement. Any unvested PRSUs shall be forfeited as of the date of Executive’s termination of employment, except as provided in Sections 5(a), 5(b), 5(c) and 5(g) of the Agreement. Within 30 days following the date on which the PRSUs vest, the Executive will receive one share of common stock of MFA for each PRSU that vests. For purposes of the PRSUs, TSR of MFA and each applicable peer group company for the vesting period shall be calculated as follows:
PRSUs. The PRSUs constitute an unfunded and unsecured promise of the Company to deliver to the Participant, subject to the satisfaction of the vesting conditions set forth in Section 3 below and Exhibit A hereto and subject to the other terms and conditions of this Agreement and the Plan, that number of shares of Common Stock referenced by the PRSUs. Until such delivery, the Participant shall have the rights of a general unsecured creditor of the Company with respect to the PRSUs and shall not have any rights as a stockholder of the Company.
PRSUs. You have two outstanding performance-restricted stock units (“PRSUs”) (2011 and 2012). • 2011 Grant - Your 2011 Grant will be pro-rated based upon the completed months from January 1, 2011 to your Separation Date (32/36) and will settle, if at all, in 2014. • 2012 Grant - Your 2012 Grant will be pro-rated based upon the completed months from January 1, 2012 to your Separation Date (20/36) and will settle, if at all, in 2015. • You will not be eligible to receive a 2013 Long-Term Incentive Grant. Please see the equity plan brochure(s), your individual PRSU agreements and the 2010 Stock Incentive Plan for details. As a reminder, your equity arrangements may be subject to Avon's clawback and compensation recoupment policies. Initials JO
PRSUs. With respect to SITC PRSUs:
(i) Determination of Earned Award. SITC PRSU awards outstanding immediately prior to the Distribution that are held by a SITC Participant or by a CURB Participant will be determined to have been earned as of the Distribution Date in an amount equal to the greater of (A) the number of SITC PRSUs that are earned based upon the achievement of the management objectives applicable to such SITC PRSUs measured as of the close of trading on the trading day immediately prior to the Distribution Date, and (B) 150% of the number of SITC PRSUs that would have been earned at target achievement for the performance period applicable to such SITC PRSUs. Such determination will be made by the SITC Compensation Committee in accordance with the applicable SITC Equity Plan. Any portion of a SITC PRSU award that is not earned as of the Distribution Date will be cancelled and forfeited. Such earned portion of the SITC PRSU awards will be adjusted for SITC Participants and CURB Participants as set forth in Sections 5.1(c)(ii) and (iii).
PRSUs. Each annual grant of PRSUs will provide for a target grant of PRSUs with respect to 70,000 shares of MFA common stock (the “Target Award”). The PRSUs will vest based on MFA’s average total shareholder return (“Average MFA TSR”) for the three year performance period beginning on January 1 of the year of grant (the “TSR Performance Period”). The TSR Performance Periods are as follows: · January 1, 2014 through December 31, 2016 · January 1, 2015 through December 31, 2017 · January 1, 2016 through December 31, 2018 The PRSUs will vest on December 31 of the applicable TSR Performance Period, to the extent that the total shareholder return performance goal described below is achieved; provided that the Executive remains employed for the entire vesting period and subject to vesting as described in Sections 5(f) and 5(h) of the Agreement. Any unvested PRSUs shall be forfeited as of the date of Executive’s termination of employment, except as provided in Sections 5(f) and 5(h) of the Agreement. MFA’s Average MFA TSR will be compared to the Target TSR to determine whether and to what extent the PRSUs will vest. For purposes of each annual grant of PRSUs, the “Target TSR” is an 8% per annum simple cumulative return over the TSR Performance Period. Average MFA TSR for the vesting period shall be calculated as follows: · The Average MFA TSR for the Performance Period shall be the MFA TSR divided by 3.
PRSUs. No later than March 15 of each calendar year during the Contract Period, provided that Executive is continuously employed by SITE Centers through the applicable date of grant, Executive shall be eligible to receive one or more grants of performance-based RSUs (or substantially similar awards) covering a “target” number of Shares (in the aggregate) equal to the quotient of (A) not less than $500,000 divided by (B) the average closing price of a Share for the ten trading days immediately preceding (but not including) the date of grant on the principal stock exchange on which it then trades, the payout of which grant(s) will vary from 0% to 200% of the target award(s) based on achievement with respect to performance objectives established by the Committee, measured over, for each such award, a three-year performance period (the “PRSUs”); provided, however, that no less than 50% of the aggregate target PRSU award(s) for each such calendar year shall vest (from 0% to 200%) based on SITE Centers’ total shareholder return achievement relative to a peer group established by the Committee. Such PRSUs will be payable, if earned, after the expiration of the applicable performance period, and dividend equivalents credited with respect to such PRSUs will be deferred until (and paid in Shares contingent upon) the earning and vesting of such PRSUs.
PRSUs. (i) The outstanding PRSUs and Prior PRSUs (for which the performance period has not expired) granted pursuant to the Prior Agreement shall continue to vest as provided for in the Prior Agreement, including, with limitation, to the extent provided in paragraph 10 of the Prior Agreement; provided, however, that in lieu of the treatment that would have applied upon a Change in Control under the Prior Agreement, upon and subject to the closing of the Merger, 70% of the outstanding PRSUs and Prior PRSUs (for which the performance period has not expired) shall become fully vested as of the closing of the Merger, with the balance of 30% of such unvested PRSUs continuing to vest as provided for in the Prior Agreement.
(ii) Commencing in 2022, the Executive shall be awarded PRSUs under the terms of the Incentive Plan and the implementing award agreements in each of the following six (6) calendar years: 2022, 2023, 2024, 2025, 2026 and 2027, conditioned upon the Executive being employed by the Company on the applicable grant date therefore (“PRSUs”). The number of PRSUs to be awarded to the Executive in each of said six (6) years shall be determined by dividing $12,000,000 by the closing price of the Company’s Series A common stock on the last business day prior to the grant date. In each case the number of PRSUs shall be adjusted in accordance with the terms of the Incentive Plan for occurrences such as stock splits, recapitalizations, etc., in order to maintain the expected economics of the PRSU grant provided herein. Each tranche of PRSUs shall be granted by the Compensation Committee in the first ninety (90) days of the year of the award (i.e., 2022, 2023, 2024, 2025, 2026 and 2027) provided the Executive is employed by the Company on the date of grant. The PRSUs granted to the Executive in each tranche shall be earned (if and to the extent) the Executive is employed by the Company as of the last day of the calendar year in which the PRSU was granted (or otherwise in accordance with Paragraph 10) and meets the performance metrics established for that one-year performance period, as determined by the Compensation Committee, in accordance with the terms of the implementing award agreement (which shall be consistent with the terms of this Agreement). The one-year performance metrics for each tranche shall be determined by the Compensation Committee in consultation with the Executive prior to the grant date. The annual metrics will be 75% qualitative business criter...
PRSUs. All PRSUs shall continue to vest under the vesting schedule in effect immediately prior to the Change in Control. As of the date of the Change in Control, the PRSUs shall be valued at the greater of one hundred percent (100%) of Target and actual performance as of the last day of the most recently completed quarter. If Chemical terminates Executive’s Employment Without Cause within two (2) years following the Change in Control, subject to satisfaction of the Release requirements in Section 6(c)(i)(A), any unvested PRSUs automatically shall one hundred percent (100%) vest, with settlement to occur within seven (7) days thereafter. PRSUs granted prior to November 2, 2017 shall be treated in accordance with their terms (including definitions) in effect on such date.
