PSU Vesting. Employee’s PSUs shall vest in accordance with the applicable PSU Award Agreements, assuming that Employee had remained employed and been subject to a Qualifying Termination (as defined in the applicable PSU Award Agreements) on the Separation Date. In the event of any conflict between this Section 2.E(ii) and a PSU Award Agreement, the PSU Award Agreement controls, as applicable.
PSU Vesting. Employee’s performance-based Restricted Stock Units awarded to Employee under the 2018 Plan (“PSUs”) shall vest according to Section F of the applicable PSU Award Agreements such that Employee will be entitled to receive the number of shares that would have vested under the PSUs if Employee had been subject to a Qualifying Termination in accordance with the award agreement(s) applicable to the PSUs (each, a “PSU Award Agreement”), with the result that Employee will be eligible for pro rata vesting of the PSUs based on his length of service (measured from the beginning of the Performance Period through the Separation Date) during the applicable Performance Period (such pro rata reduction is referred to as the “Pro-Rata Reduction” in the applicable PSU Award Agreements) and the Company’s actual achievement of the Performance Goals (such number of resulting shares are referred to as the Default Number of PSUs in the applicable PSU Award Agreements).1 The level of achievement of the applicable Performance Goals, the resulting final number of shares (such number of shares are referred to as the “Default Number of PSUs” in the applicable PSU Award Agreements), and the pro rata portion of the Default Number of PSUs that will be 1 By way of example and not limitation, if the Separation Date occurred on day 976 of a 1096-day Performance Period for a PSU Award, and the final number of shares earned under such PSU based on achievement of the applicable Performance Goals was 100, then Employee would be entitled to receive (976/1096)*100 = 89 shares of stock.
PSU Vesting. Employee’s PSUs shall vest according to Section F of the applicable PSU Award Agreements such that Employee shall be entitled to receive the Change in Control Determined Units (as defined in the applicable PSU Award Agreements) in lieu of the Default Number of PSUs, with such Change in Control Determined Units subject to the Pro-Rata Reduction. In the event of any conflict between this Section 2.E(ii) and a PSU Award Agreement, the PSU Award Agreement controls, as applicable.
PSU Vesting. The TSR PSU shall vest according to the applicable PSU Award Agreement, such that Employee will be entitled to receive the number of shares that would have vested under such PSU if Employee had been subject to a Qualifying Termination on the Separation Date in accordance with the award agreement applicable to the PSUs (“PSU Award Agreement”). In the event of any conflict between this Section and the PSU Award Agreement, the PSU Award Agreement controls. The number of shares subject to Employee’s TSR PSU, the maximum number of shares issuable under such PSU and Employee’s maximum pro rata portion of each based upon the Separation Date have been communicated to Employee.
PSU Vesting. Subject to Section 3(a), the PSUs shall vest in accordance with the following table: Relative TSR Performance between the 25th and 90th percentile and Absolute TSR Performance between 0% and 25% will be adjusted through linear interpolation.
PSU Vesting. In respect of the following performance-based restricted stock units (“PSUs”) that are outstanding and unvested as of the Separation Date, such PSUs will continue to remain outstanding until the Board or a Committee hereof can certify the applicable performance results and will become vested or be forfeited based on actual performance on a pro rata basis in accordance with the otherwise applicable performance vesting conditions set forth in each applicable award agreement, as follows: (x) 100% of the PSUs that become vested based on actual performance under the Performance Share Unit Award Agreement between Parent and Employee dated February 12, 2021, (y) 66.667% of the PSUs that become vested based on actual performance under the Performance Share Unit Award Agreement between Parent and Employee dated February 10, 2022, and (z) 33.33% of the PSUs that become vested based on actual performance under the Performance Share Unit Award Agreement between Parent and Employee dated February 9, 2023, and, in each case, will be settled in accordance with the terms and conditions of the applicable award agreements.
PSU Vesting. Employee will receive a pro-rated number of shares following the pro-ration guidelines and subject to the company achieving the performance conditions set forth in the previously awarded 2018 Performance Share Units (“PSU”) grant agreement. The shares will be transferred to an account of the Employee’s choosing no later than April 1st, 2021
PSU Vesting. Subject to Section 3(a) of this Agreement, the PSUs shall vest in accordance with the following table:
PSU Vesting. Executive’s PSUs shall vest according to the applicable PSU Award Agreements such that Executive will be entitled to receive the number of shares that would have vested under the PSUs assuming Executive had remained employed and been subject to a Qualifying Termination (as defined in the PSU Award Agreements) on June 15, 2023in accordance with the applicable PSU Award Agreement. In the event that the Company is subject to a Change in Control (as defined in the Severance and CIC Agreement) that closes on or before Executive’s Qualifying Transitional Termination, then Executive’s PSUs shall vest according to the applicable PSU Award Agreements. The number of shares subject to Executive’s PSUs, the maximum number of shares issuable under each PSU and Executive’s pro rata portion of each applicable Performance Period have been communicated to Executive.
PSU Vesting. Executive’s PSUs shall vest in accordance with the applicable PSU Award Agreements, assuming Executive had remained employed and been subject to a Qualifying Termination (as defined in the PSU Award Agreements) on June 15, 2023.
