Restrictions; Vesting. Except as otherwise provided herein, the Restricted Stock may not be sold, transferred, pledged, encumbered, assigned or otherwise alienated or hypothecated, if at all, until such shares of Restricted Stock have vested upon satisfaction of both the performance vesting conditions and the service vesting conditions set forth below. The performance vesting conditions with respect to the Restricted Stock shall be satisfied as follows: (a) 80.0% of the shares of Restricted Stock (the “EBITDA Restricted Stock”) shall vest upon the determination by the Committee that the Company achieved for the year ending December 31, [____] a “target” Aggregated Regional EBITDA (as defined below) of $[___] million; provided that 40.0% to 99.9% of the shares of EBITDA Restricted Stock will vest if the Aggregated Regional EBITDA is between $[____] million and $[____] million (such vesting percentage determined pro rata for Aggregated Regional EBITDA achievement within such range), and a number of shares equal to 100.1% to 180.0% of the EBITDA Restricted Stock will vest (in the case of a number of shares up to 100.0% of the EBITDA Restricted Stock) or be granted (in the case of shares in excess of 100.0% of the EBITDA Restricted Stock) if the Aggregated Regional EBITDA is between $[____] million and $[____] million (such vesting percentage determined pro rata for Aggregated Regional EBITDA achievement within such range), subject in each case to satisfaction of the service vesting conditions; and provided further that any such newly granted shares in excess of 100.0% of the EBITDA Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement; and (b) 20.0% of the shares of Restricted Stock (the “Corporate Costs Restricted Stock”) shall vest upon the determination by the Committee that the Company achieved for the year ending December 31, [____] a “target” Corporate Costs (as defined below) of $[____] million; provided that 50% to 99.9% of the shares of Corporate Costs Restricted Stock will vest if the Corporate Costs is between $[___] million and $[___] million (such vesting percentage determined pro rata for Corporate Costs achievement within such range), and a number of shares equal to 100.1% to 180.0% of the Corporate Costs Restricted Stock will vest (in the case of a number of shares up to 100.0% of the Corporate Costs Restricted Stock) or be granted (in the case of shares in excess of 100.0% of the Corporate Costs Restricted Stock) if the Corporate Costs is between $[____] million and $[____] million (such vesting percentage determined pro rata for Corporate Costs achievement within such range), subject in each case to satisfaction of the service vesting conditions; and provided further that any such newly granted shares in excess of 100.0% of the Corporate Costs Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement. The Grantee shall forfeit the number of shares of EBITDA Restricted Stock and Corporate Costs Restricted Stock that do not vest or are not granted (subject to satisfaction of the service vesting conditions) pursuant to the preceding provisions. To the extent the performance vesting conditions above have been satisfied, the service vesting conditions with respect to the Restricted Stock shall be satisfied as follows: (i) 33-1/3% of the shares of Restricted Stock shall vest on the later of the determination of the satisfaction of the performance vesting conditions or the first anniversary of the grant date, (ii) 33-1/3% of the shares of Restricted Stock shall vest on the second anniversary of the grant date, and (iii) 33-1/3% of the shares of Restricted Stock shall vest on the third anniversary of the grant date; provided that, in each case, the Grantee remains employed by the Company or an affiliate (as defined below) of the Company from the Grant Date through the applicable service vesting date. As used in this Agreement, the term “affiliate” means an affiliate of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended. If any fractional shares would result from the strict application of the incremental vesting percentages described above, then the actual number of shares of Restricted Stock that vest on any specific date will cover only the full number of shares determined by rounding the number of shares to be issued from the strict application of the incremental percentages set forth above to the nearest whole number. For purposes of this Section 2, the following definitions apply:
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Hudson Global, Inc.)
Restrictions; Vesting. Except as otherwise provided herein, the Restricted Stock may not be sold, transferred, pledged, encumbered, assigned or otherwise alienated or hypothecated, if at all, until such shares of Restricted Stock have vested upon satisfaction of both the performance vesting conditions and the service vesting conditions set forth below. The performance vesting conditions with respect to the Restricted Stock shall be satisfied as follows:
(a) 80.050.0% of the shares of Restricted Stock (the “EBITDA Take-out Ratio Restricted Stock”) shall vest upon on the determination by the Committee that the Company achieved that, for the year ending December 31, [201____, the [Company/Grantee’s region/Grantee’s business unit/Grantee’s group] achieved a “target” Aggregated Regional EBITDA Take-out Ratio (as defined below) of $[___] million; ], provided that 40.080.0% to 99.9% of the shares of EBITDA Take-out Ratio Restricted Stock will vest if the Aggregated Regional EBITDA Take-out Ratio is between $[__] and [__] million and $[____] million (such vesting percentage determined pro rata for Aggregated Regional EBITDA Take-out Ratio achievement within such range), and a number of shares equal to 100.1% to 180.0120.0% of the EBITDA Take-out Ratio Restricted Stock will vest (in the case of a number of shares up to 100.0% of the EBITDA Take-out Ratio Restricted Stock) or be granted (in the case of shares in excess of 100.0% of the EBITDA Take-out Ratio Restricted Stock) if the Aggregated Regional EBITDA Take-out Ratio is between $[____] million and $[____] million (such vesting percentage determined pro rata for Aggregated Regional EBITDA Take-out Ratio achievement within such range), subject in each case to satisfaction of the service vesting conditions; and provided further that any such newly granted shares in excess of 100.0% of the EBITDA Take-out Ratio Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement; and;
(b) 20.025% of the shares of Restricted Stock (the “Corporate Costs Employee Engagement Restricted Stock”) shall vest upon the determination by the Committee that the Company [Company/Grantee’s region/Grantee’s business unit/Grantee’s group] achieved for the year ending December 31, [201____] _ a “target” Corporate Costs Employee Engagement Score (as defined below) of $[____] million%]; provided that 5080.0% to 99.9% of the shares of Corporate Costs Employee Engagement Restricted Stock will vest if the Corporate Costs Employee Engagement Score is between $[___%] million and $[___%] million (such vesting percentage determined pro rata for Corporate Costs Employee Engagement Score achievement within such range), and a number of shares equal to 100.1% to 180.0120.0% of the Corporate Costs Employee Engagement Restricted Stock will vest (in the case of a number of shares up to 100.0% of the Corporate Costs Employee Engagement Restricted Stock) or be granted (in the case of shares in excess of 100.0% of the Corporate Costs Employee Engagement Restricted Stock) if the Corporate Costs Employee Engagement Score is between $[____%] million and $[____%] million (such vesting percentage determined pro rata for Corporate Costs Employee Engagement Score achievement within such range), subject in each case to satisfaction of the service vesting conditions; and provided further that any such newly granted shares in excess of 100.0% of the Corporate Costs Employee Engagement Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement. The Grantee ; and
(c) 25% of the shares of Restricted Stock (the “Cash Efficiency Restricted Stock”) shall forfeit vest upon the determination by the Committee that the [Company/Grantee’s region/Grantee’s business unit/Grantee’s group] achieved for the year ending December 31, 201__ a “target” Cash Efficiency Score (as defined below) of [____]; provided that 80.0% to 99.9% of the shares of Cash Efficiency Restricted Stock will vest if the Cash Efficiency Score is between [___] and [___] (such vesting percentage determined pro rata for Cash Efficiency Score achievement within such range), and a number of shares equal to 100.1% to 120.0% of EBITDA the Cash Efficiency Restricted Stock and Corporate Costs will vest (in the case of a number of shares up to 100.0% of the Cash Efficiency Restricted Stock that do not vest Stock) or are not be granted (in the case of shares in excess of 100.0% of the Cash Efficiency Restricted Stock) if the Cash Efficiency Score is between [__] and [__] (such vesting percentage determined pro rata for Cash Efficiency Score achievement within such range), subject in each case to satisfaction of the service vesting conditions) pursuant to ; and provided further that any such newly granted shares in excess of 100.0% of the preceding provisions. To the extent the performance vesting conditions above have been satisfied, the service vesting conditions with respect to the Cash Efficiency Restricted Stock shall be satisfied as follows: deemed Restricted Stock subject to all of the terms and conditions of this Agreement.
(i) 33-1/3% of the shares of Restricted Stock shall vest on the later of the determination of the satisfaction of the performance vesting conditions or the first anniversary of the grant dateGrant Date, (ii) 33-1/3% of the shares of Restricted Stock shall vest on the second anniversary of the grant date, Grant Date and (iii) 33-1/334% of the shares of Restricted Stock shall vest on the third anniversary of the grant dateGrant Date; provided that, in each case, the Grantee remains employed by the Company or an affiliate (as defined below) of the Company from the Grant Date through the applicable service vesting date. As used in this Agreement, the term “affiliate” means an affiliate of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended. If any fractional shares would result from the strict application of the incremental vesting percentages described above, then the actual number of shares of Restricted Stock that vest on any specific date will cover only the full number of shares determined by rounding the number of shares to be issued from the strict application of the incremental percentages set forth above to the nearest whole number. For purposes of this Section 2, the following definitions apply:
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Hudson Global, Inc.)
Restrictions; Vesting. Except as otherwise provided hereinherein or in the Plan, the Restricted Stock Units may not be sold, transferred, pledged, encumbered, assigned or otherwise alienated or hypothecated, if at all, until such shares of . The Restricted Stock have vested Units will vest upon satisfaction of both the performance vesting conditions and the service vesting conditions set forth below. The performance vesting conditions with respect to the Restricted Stock Units shall be satisfied as follows:
(a) 80.050.0% of the shares of Restricted Stock Units (the “EBITDA Take-out Ratio Restricted StockStock Units”) shall vest upon the determination by the Committee that the Company achieved that, for the year ending December 31, [201____, the [Company/Grantee's region/Grantee's business unit/Grantee's group] achieved a “target” Aggregated Regional EBITDA Take-out Ratio (as defined below) of $[___] million; ], provided that 40.080.0% to 99.9% of the shares of EBITDA Take-out Ratio Restricted Stock Units will vest if the Aggregated Regional EBITDA Take-out Ratio is between $[__] and [__] million and $[____] million (such vesting percentage determined pro rata for Aggregated Regional EBITDA Take-out Ratio achievement within such range), and a number of shares Units equal to 100.1% to 180.0120.0% of the EBITDA Take-out Ratio Restricted Stock Units will vest (in the case of a number of shares Units up to 100.0% of the EBITDA Take-out Ratio Restricted StockStock Units) or be granted (in the case of shares Units in excess of 100.0% of the EBITDA Take-out Ratio Restricted StockStock Units) if the Aggregated Regional EBITDA Take-out Ratio is between $[____] million and $[____] million (such vesting percentage determined pro rata for Aggregated Regional EBITDA Take-out Ratio achievement within such range), subject in each case to satisfaction of the service vesting conditions; and provided further that any such newly granted shares Units in excess of 100.0% of the EBITDA Take-out Ratio Restricted Stock Units shall be deemed Restricted Stock Units subject to all of the terms and conditions of this Agreement; and;
(b) 20.025% of the shares of Restricted Stock Units (the “Corporate Costs Employee Engagement Restricted StockStock Units”) shall vest upon the determination by the Committee that the Company [Company/Grantee's region/Grantee's business unit/Grantee's group] achieved for the year ending December 31, [201____] _ a “target” Corporate Costs Employee Engagement Score (as defined below) of $[____] million%]; provided that 5080.0% to 99.9% of the shares of Corporate Costs Employee Engagement Restricted Stock Units will vest if the Corporate Costs Employee Engagement Score is between $[___%] million and $[___%] million (such vesting percentage determined pro rata for Corporate Costs Employee Engagement Score achievement within such range), and a number of shares Units equal to 100.1% to 180.0120.0% of the Corporate Costs Employee Engagement Restricted Stock Units will vest (in the case of a number of shares Units up to 100.0% of the Corporate Costs Employee Engagement Restricted StockStock Units) or be granted (in the case of shares Units in excess of 100.0% of the Corporate Costs Employee Engagement Restricted StockStock Units) if the Corporate Costs Employee Engagement Score is between $[____%] million and $[____%] million (such vesting percentage determined pro rata for Corporate Costs Employee Engagement Score achievement within such range), subject in each case to satisfaction of the service vesting conditions; and provided further that any such newly granted shares Units in excess of 100.0% of the Corporate Costs Employee Engagement Restricted Stock Units shall be deemed Restricted Stock Units subject to all of the terms and conditions of this Agreement. The Grantee ; and
(c) 25% of the Restricted Stock Units (the “Cash Efficiency Restricted Stock Units”) shall forfeit vest upon the determination by the Committee that the [Company/Grantee's region/Grantee's business unit/Grantee's group] achieved for the year ending December 31, 201__ a “target” Cash Efficiency Score (as defined below) of [____]; provided that 80.0% to 99.9% of the Cash Efficiency Restricted Stock Units will vest if the Cash Efficiency Score is between [___] and [___] (such vesting percentage determined pro rata for Cash Efficiency Score achievement within such range), and a number of shares Units equal to 100.1% to 120.0% of EBITDA the Cash Efficiency Restricted Stock and Corporate Costs Units will vest (in the case of a number of Units up to 100.0% of the Cash Efficiency Restricted Stock that do not vest Units) or are not be granted (in the case of Units in excess of 100.0% of the Cash Efficiency Restricted Stock Units) if the Cash Efficiency Score is between [__] and [__] (such vesting percentage determined pro rata for Cash Efficiency Score achievement within such range), subject in each case to satisfaction of the service vesting conditions) pursuant to ; and provided further that any such newly granted Units in excess of 100.0% of the preceding provisions. To the extent the performance vesting conditions above have been satisfied, the service vesting conditions with respect to the Cash Efficiency Restricted Stock Units shall be satisfied as follows: deemed Restricted Stock Units subject to all of the terms and conditions of this Agreement.
(i) 33-1/3% of the shares of Restricted Stock Units shall vest on the later of the determination of the satisfaction of the performance vesting conditions or the first anniversary of the grant dateGrant Date, (ii) 33-1/3% of the shares of Restricted Stock Units shall vest on the second anniversary of the grant date, Grant Date and (iii) 33-1/334% of the shares of Restricted Stock Units shall vest on the third anniversary of the grant dateGrant Date; provided that, in each case, the Grantee remains employed by the Company or an affiliate (as defined below) of the Company from the Grant Date through the applicable service vesting date. As used in this Agreement, the term “affiliate” means an affiliate of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended. If any fractional shares Restricted Stock Units would result from the strict application of the incremental vesting percentages described above, then the actual number of shares of Restricted Stock Units that vest on any specific date will cover only the full number of shares Units determined by rounding the number of shares to be issued from determined by the strict application of the incremental percentages set forth above to the nearest whole number. For purposes of this Section 2, the following definitions apply:
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Hudson Global, Inc.)
Restrictions; Vesting. Except as otherwise provided herein, the Restricted Stock may not be sold, transferred, pledged, encumbered, assigned or otherwise alienated or hypothecated, if at all, until such shares of Restricted Stock have vested upon satisfaction of both the performance vesting conditions and the service vesting conditions set forth below. The performance vesting conditions with respect to the Restricted Stock shall be satisfied as follows:
(a) 80.0[_____]% of the shares of Restricted Stock (the “EBITDA Restricted Stock”) shall vest (subject to satisfaction of the service vesting conditions) upon the determination by the Compensation Committee of the Board of Directors of the Company that the Company achieved income (loss) from continuing operations before inclusion of provision for income taxes, other income (expense), interest income (expense), and depreciation and amortization for the year ending December 31, [_____] a “target” Aggregated Regional EBITDA (as defined below) of equal to or greater than $[___] million; __], provided that 40.0% to 99.9% of the shares of EBITDA Restricted Stock will shall vest if (subject to satisfaction of the Aggregated Regional service vesting conditions) pro rata for EBITDA is performance between $[_____] million and $[____] million _]; and (such vesting percentage determined pro rata for Aggregated Regional EBITDA achievement within such range), and a number of shares equal to 100.1% to 180.0% of the EBITDA Restricted Stock will vest (in the case of a number of shares up to 100.0% of the EBITDA Restricted Stockb) or be granted (in the case of shares in excess of 100.0% of the EBITDA Restricted Stock) if the Aggregated Regional EBITDA is between $[____] million and $[____] million (such vesting percentage determined pro rata for Aggregated Regional EBITDA achievement within such range), subject in each case to satisfaction of the service vesting conditions; and provided further that any such newly granted shares in excess of 100.0% of the EBITDA Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement; and
(b) 20.0]% of the shares of Restricted Stock (the “Corporate Costs Gross Margin Restricted Stock”) shall vest (subject to satisfaction of the service vesting conditions) upon the determination by the Compensation Committee of the Board of Directors of the Company that the Company achieved gross margin growth (measured as a percentage of growth) for the year ending December 31, [_____] a “target” Corporate Costs (as defined below) of $compared to the year ended December 31, [____] million; provided that 50% to 99.9% of the shares of Corporate Costs Restricted Stock will vest if the Corporate Costs is between $[___] million and $[___] million (such vesting percentage determined pro rata for Corporate Costs achievement within such range), and a number of shares equal to 100.1% to 180.0% of the Corporate Costs Restricted Stock will vest (in the case of a number of shares up to 100.0% of the Corporate Costs Restricted Stock) or be granted (in the case of shares in excess of 100.0% of the Corporate Costs Restricted Stock) if the Corporate Costs is between $greater than [____] million and $[____] million ]%, provided that the shares of Gross Margin Restricted Stock shall vest (such vesting percentage determined pro rata for Corporate Costs achievement within such range), subject in each case to satisfaction of the service vesting conditions; ) pro rata for gross margin growth between [_____]% and provided further that any such newly granted shares in excess of 100.0% of the Corporate Costs Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement[_____]%. The Grantee shall forfeit the number of shares of EBITDA Restricted Stock and Corporate Costs Gross Margin Restricted Stock that do not vest or are not granted (subject to satisfaction of the service vesting conditions) pursuant to the preceding provisionssentence. To the extent the performance vesting conditions above have been satisfied, the service vesting conditions with respect to the Restricted Stock shall be satisfied as follows: :
(i) 33-1/3% of the shares of Restricted Stock shall vest on the later of the determination of the satisfaction of the performance vesting conditions or the first anniversary of the grant dateGrant Date, (ii) 33-1/3% of the shares of Restricted Stock shall vest on the second anniversary of the grant date, Grant Date and (iii) 33-1/334% of the shares of Restricted Stock shall vest on the third anniversary of the grant dateGrant Date; provided that, in each case, the Grantee remains employed by the Company or an affiliate (as defined below) of the Company from the Grant Date through the date the performance vesting conditions are satisfied, in the case of clause (i), or the applicable service vesting anniversary date, in the case of clauses (ii) and (iii). As used in this Agreement, the term “affiliate” means an affiliate of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended. If any fractional shares would result from the strict application of the incremental vesting percentages described above, then the actual number of shares of Restricted Stock that vest on any specific date will cover only the full number of shares determined by rounding the number of shares to be issued from the strict application of the incremental percentages set forth above to the nearest whole number. For purposes of this Section 2, the following definitions apply:.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Hudson Highland Group Inc)
Restrictions; Vesting. Except as otherwise provided herein, the Restricted Stock may not be sold, transferred, pledged, encumbered, assigned or otherwise alienated or hypothecated, if at all, until such shares of Restricted Stock have vested upon satisfaction of both the performance vesting conditions and the service vesting conditions set forth below. The performance vesting conditions with respect to the Restricted Stock shall be satisfied as follows:
(a) 80.0[_____]% of the shares of Restricted Stock (the “EBITDA Restricted Stock”) shall vest (subject to satisfaction of the service vesting conditions) upon the determination by the Compensation Committee of the Board of Directors of the Company that the Company achieved income (loss) from continuing operations before inclusion of provision for income taxes, other income (expense), interest income (expense), and depreciation and amortization for the year ending December 31, [_____] a “target” Aggregated Regional EBITDA (as defined below) of equal to or greater than $[___] million; __], provided that 40.0% to 99.9% of the shares of EBITDA Restricted Stock will shall vest if (subject to satisfaction of the Aggregated Regional service vesting conditions) pro rata for EBITDA is performance between $[_____] million and $[____] million _]; and (such vesting percentage determined pro rata for Aggregated Regional EBITDA achievement within such range), and a number of shares equal to 100.1% to 180.0% of the EBITDA Restricted Stock will vest (in the case of a number of shares up to 100.0% of the EBITDA Restricted Stockb) or be granted (in the case of shares in excess of 100.0% of the EBITDA Restricted Stock) if the Aggregated Regional EBITDA is between $[____] million and $[____] million (such vesting percentage determined pro rata for Aggregated Regional EBITDA achievement within such range), subject in each case to satisfaction of the service vesting conditions; and provided further that any such newly granted shares in excess of 100.0% of the EBITDA Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement; and
(b) 20.0]% of the shares of Restricted Stock (the “Corporate Costs Gross Margin Restricted Stock”) shall vest (subject to satisfaction of the service vesting conditions) upon the determination by the Compensation Committee of the Board of Directors of the Company that the Company achieved gross margin growth (measured as a percentage of growth) for the year ending December 31, [_____] a “target” Corporate Costs (as defined below) of $compared to the year ended December 31, [____] million; provided that 50% to 99.9% of the shares of Corporate Costs Restricted Stock will vest if the Corporate Costs is between $[___] million and $[___] million (such vesting percentage determined pro rata for Corporate Costs achievement within such range), and a number of shares equal to 100.1% to 180.0% of the Corporate Costs Restricted Stock will vest (in the case of a number of shares up to 100.0% of the Corporate Costs Restricted Stock) or be granted (in the case of shares in excess of 100.0% of the Corporate Costs Restricted Stock) if the Corporate Costs is between $greater than [____] million and $[____] million ]%, provided that the shares of Gross Margin Restricted Stock shall vest (such vesting percentage determined pro rata for Corporate Costs achievement within such range), subject in each case to satisfaction of the service vesting conditions; ) pro rata for gross margin growth between [_____]% and provided further that any such newly granted shares in excess of 100.0% of the Corporate Costs Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement[_____]%. The Grantee shall forfeit the number of shares of EBITDA Restricted Stock and Corporate Costs Gross Margin Restricted Stock that do not vest or are not granted (subject to satisfaction of the service vesting conditions) pursuant to the preceding provisionssentence. To the extent the performance vesting conditions above have been satisfied, the service vesting conditions with respect to the Restricted Stock shall be satisfied as follows: :
(i) 33-1/3% of the shares of Restricted Stock shall vest on the later of upon the determination of the satisfaction of the performance vesting conditions or the first anniversary of the grant dateconditions, (ii) 33-1/3% of the shares of Restricted Stock shall vest on the second anniversary of the grant date, Grant Date and (iii) 33-1/334% of the shares of Restricted Stock shall vest on the third anniversary of the grant dateGrant Date; provided that, in each case, the Grantee remains employed by the Company or an affiliate (as defined below) of the Company from the Grant Date through the date the performance vesting conditions are satisfied, in the case of clause (i), or the applicable service vesting anniversary date, in the case of clauses (ii) and (iii). As used in this Agreement, the term “affiliate” means an affiliate of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended. If any fractional shares would result from the strict application of the incremental vesting percentages described above, then the actual number of shares of Restricted Stock that vest on any specific date will cover only the full number of shares determined by rounding the number of shares to be issued from the strict application of the incremental percentages set forth above to the nearest whole number. For purposes of this Section 2, the following definitions apply:.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Hudson Global, Inc.)
Restrictions; Vesting. Except as otherwise provided herein, the Restricted Stock may not be sold, transferred, pledged, encumbered, assigned or otherwise alienated or hypothecated, if at all, until such shares of Restricted Stock have vested upon satisfaction of both the performance vesting conditions and the service vesting conditions set forth below. The performance vesting conditions with respect to the Restricted Stock shall be satisfied as follows:
(a) 80.050.0% of the shares of Restricted Stock (the ”Return on Gross Margin Ratio Restricted Stock”) shall vest on the determination by the Committee that, for the year ending December 31, 2014, the Company achieved a “target” Return on Gross Margin Ratio (as defined below) of ______%, subject to satisfaction of the service vesting conditions; and
(b) 50.0% of the shares of Restricted Stock (the “EBITDA Net Cash Position from Operations Restricted Stock”) shall vest upon the determination by the Committee that the Company achieved for the year ending December 31, [____] a 2014 “target” Aggregated Regional EBITDA Net Cash Position from Operations (as defined below) of $[___] _million; provided that 40.080.0% to 99.9% of the shares of EBITDA Net Cash Position from Operations Restricted Stock will vest if the Aggregated Regional EBITDA Net Cash Position from Operations is between $[___ million and $____] million and $[____] _ million (such vesting percentage determined pro rata for Aggregated Regional EBITDA Net Cash Position from Operations achievement within such range), and a number of shares equal to 100.1% to 180.0120.0% of the EBITDA Net Cash Position from Operations Restricted Stock will vest (in the case of a number of shares up to 100.0% of the EBITDA Net Cash Position from Operations Restricted Stock) or be granted (in the case of shares in excess of 100.0% of the EBITDA Net Cash Position from Operations Restricted Stock) if the Aggregated Regional EBITDA Net Cash Position from Operations is between $[____] _ million and $[____] _ million (such vesting percentage determined pro rata for Aggregated Regional EBITDA Net Cash Position from Operations achievement within such range), subject in each case to satisfaction of the service vesting conditions; and provided further that any such newly granted shares in excess of 100.0% of the EBITDA Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement; and
(b) 20.0% of the shares of Restricted Stock (the “Corporate Costs Restricted Stock”) shall vest upon the determination by the Committee that the Company achieved for the year ending December 31, [____] a “target” Corporate Costs (as defined below) of $[____] million; provided that 50% to 99.9% of the shares of Corporate Costs Restricted Stock will vest if the Corporate Costs is between $[___] million and $[___] million (such vesting percentage determined pro rata for Corporate Costs achievement within such range), and a number of shares equal to 100.1% to 180.0% of the Corporate Costs Restricted Stock will vest (in the case of a number of shares up to 100.0% of the Corporate Costs Restricted Stock) or be granted (in the case of shares in excess of 100.0% of the Corporate Costs Restricted Stock) if the Corporate Costs is between $[____] million and $[____] million (such vesting percentage determined pro rata for Corporate Costs achievement within such range), subject in each case to satisfaction of the service vesting conditions; and provided further that any such newly granted shares in excess of 100.0% of the Corporate Costs Net Cash Position from Operations Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement. The Grantee shall forfeit the number of shares of EBITDA Return on Gross Margin Ratio Restricted Stock and Corporate Costs Net Cash Position from Operations Restricted Stock that do not vest or are not granted (subject to satisfaction of the service vesting conditions) pursuant to the preceding provisions. To the extent the performance vesting conditions above have been satisfied, the service vesting conditions with respect to the Restricted Stock shall be satisfied as follows: (i) 33-1/3% of the shares of Restricted Stock shall vest on the later of the determination of the satisfaction of the performance vesting conditions or the first anniversary of the grant dateMxxxx 0, 0000, (iixx) 33-1/3% of the shares of Restricted Stock shall vest on the second anniversary of the grant dateMarch 1, 2016, and (iii) 33-1/3% of the shares of Restricted Stock shall vest on the third anniversary of the grant dateMarch 1, 2017; provided that, in each case, the Grantee remains employed by the Company or an affiliate (as defined below) of the Company from the Grant Date through the applicable service vesting date. As used in this Agreement, the term “affiliate” means an affiliate of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended. If any fractional shares would result from the strict application of the incremental vesting percentages described above, then the actual number of shares of Restricted Stock that vest on any specific date will cover only the full number of shares determined by rounding the number of shares to be issued from the strict application of the incremental percentages set forth above to the nearest whole number. For purposes of this Section 2, the following definitions apply:
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Hudson Global, Inc.)
Restrictions; Vesting. Except as otherwise provided herein, the Restricted Stock may not be sold, transferred, pledged, encumbered, assigned or otherwise alienated or hypothecated, if at all, until such shares of Restricted Stock have vested upon satisfaction of both the performance vesting conditions and the service vesting conditions set forth below. The performance vesting conditions with respect to the Restricted Stock shall be satisfied as follows:
(a) 80.0[ ]% of the shares of Restricted Stock (the “EBITDA Restricted Stock”) shall vest (subject to satisfaction of the service vesting conditions) upon the determination by the Compensation Committee of the Board of Directors of the Company that the Company achieved income (loss) from continuing operations before inclusion of provision for income taxes, other income (expense), interest income (expense), and depreciation and amortization for the year ending December 31, [____[ ] a “target” Aggregated Regional EBITDA (as defined below) of equal to or greater than $[___] million; [ ], provided that 40.0% to 99.9% of the shares of EBITDA Restricted Stock will vest if the Aggregated Regional EBITDA is between $[____] million and $[____] million (such vesting percentage determined pro rata for Aggregated Regional EBITDA achievement within such range), and a number of shares equal to 100.1% to 180.0% of the EBITDA Restricted Stock will shall vest (in the case of a number of shares up to 100.0% of the EBITDA Restricted Stock) or be granted (in the case of shares in excess of 100.0% of the EBITDA Restricted Stock) if the Aggregated Regional EBITDA is between $[____] million and $[____] million (such vesting percentage determined pro rata for Aggregated Regional EBITDA achievement within such range), subject in each case to satisfaction of the service vesting conditions) pro rata for EBITDA performance between $[ ] and $[ ]; and provided further that any such newly granted shares in excess of 100.0% of the EBITDA Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement; and
(b) 20.0[ ]% of the shares of Restricted Stock (the “Corporate Costs Gross Margin Restricted Stock”) shall vest (subject to satisfaction of the service vesting conditions) upon the determination by the Compensation Committee of the Board of Directors of the Company that the Company achieved gross margin growth (measured as a percentage of growth) for the year ending December 31, [____[ ] a “target” Corporate Costs (as defined below) of $[____compared to the year ended December 31, [ ] million; equal to or greater than [ ]%, provided that 50% to 99.9% of the shares of Corporate Costs Gross Margin Restricted Stock will vest if the Corporate Costs is between $[___] million and $[___] million (such vesting percentage determined pro rata for Corporate Costs achievement within such range), and a number of shares equal to 100.1% to 180.0% of the Corporate Costs Restricted Stock will shall vest (in the case of a number of shares up to 100.0% of the Corporate Costs Restricted Stock) or be granted (in the case of shares in excess of 100.0% of the Corporate Costs Restricted Stock) if the Corporate Costs is between $[____] million and $[____] million (such vesting percentage determined pro rata for Corporate Costs achievement within such range), subject in each case to satisfaction of the service vesting conditions; ) pro rata for gross margin growth between [ ]% and provided further that any such newly granted shares in excess of 100.0% of the Corporate Costs Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement[ ]%. The Grantee shall forfeit the number of shares of EBITDA Restricted Stock and Corporate Costs Gross Margin Restricted Stock that do not vest or are not granted (subject to satisfaction of the service vesting conditions) pursuant to the preceding provisionssentence. To the extent the performance vesting conditions above have been satisfied, the service vesting conditions with respect to the Restricted Stock shall be satisfied as follows: ,
(i) 33-1/3% of the shares of Restricted Stock shall vest on the later of upon the determination of the satisfaction of the performance vesting conditions or the first anniversary of the grant dateconditions, (ii) 33-1/3% of the shares of Restricted Stock shall vest on the second anniversary of the grant date, Grant Date and (iii) 33-1/334% of the shares of Restricted Stock shall vest on the third anniversary of the grant dateGrant Date; provided that, in each case, the Grantee remains employed by the Company or an affiliate (as defined below) of the Company from the Grant Date through the date the performance vesting conditions are satisfied, in the case of clause (i), or the applicable service vesting anniversary date, in the case of clauses (ii) and (iii). As used in this Agreement, the term “affiliate” means an affiliate of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended. If any fractional shares would result from the strict application of the incremental vesting percentages described above, then the actual number of shares of Restricted Stock that vest on any specific date will cover only the full number of shares determined by rounding the number of shares to be issued from the strict application of the incremental percentages set forth above to the nearest whole number. For purposes of this Section 2, the following definitions apply:.
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Samples: Restricted Stock Award Agreement (Hudson Highland Group Inc)
