Section 162(m) Vesting Requirement Sample Clauses

Section 162(m) Vesting Requirement. The Award is subject to performance vesting requirements based on the achievement of the Section 162(m) Performance Target for the Performance Period and the certification of achievement of such Section 162(m) Performance Target by the Committee pursuant to Section 9(b) of the Plan. The Section 162(m) Performance Target shall be established by the Committee for the Award no later than 90 days following the beginning of the Performance Period that applies to the Award. If the Section 162(m) Performance Target for the Award is not satisfied, all of the PSUs in the Award and any Retained Distributions will be forfeited immediately, other than in the event of the Participant’s death or a Change in Control or Division Change in Control prior to the end of the Performance Period.
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Section 162(m) Vesting Requirement. This Award shall also be subject to additional performance vesting requirements under this Section 2.C with respect to all Stock Units subject to this Award, based upon the achievement of the Performance Target applicable to the 162(m) Performance Period set forth below, and subject to certification of achievement of such Performance Target by the Committee pursuant to Section 4.8 of the Plan. The Performance Target (together with the Business Criteria with respect to such Performance Target) shall be established by the Committee by no later than 90 days following the beginning of the Performance Period applicable to this Award. If the Performance Target is not satisfied, all of the Stock Units subject to this Award shall be immediately forfeited. For purposes of this Section 2.C, the “162(m) Performance Period” shall be the last fiscal year of Disney to be completed prior to the Scheduled Vesting Date.
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Section 162(m) Vesting Requirement. The Award is subject to performance vesting requirements based on the achievement of the Performance Target for the Performance Period and the certification of achievement of such Performance Target by the Committee pursuant to Section 9(b) of the Plan. The Performance Target shall be established by the Committee for the Award no later than 90 days following the beginning of the Performance Period that applies to the Award. If the Performance Target for the Award is not satisfied, all of the RSUs in the Award and any Retained Dividend Equivalents and Retained Distributions will be forfeited immediately, including any RSUs in the Award and any Retained Dividend Equivalents and Retained Distributions related thereto with respect to which a Vesting Date occurred on or before the date the Committee determined the Performance Target was not satisfied. The Performance Period shall be (i) the calendar year in which the Award is granted if the Award is granted prior to April 1 or (ii) the first full calendar year ending after the grant of the Award if the Award is granted on or after April 1.
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Section 162(m) Vesting Requirement. Vesting of the Award is subject to the earliest to occur of: (i) achievement of the Performance Target for the Performance Period and the certification of achievement of such Performance Target by the Committee pursuant to Section 9(b) of the Plan, (ii) the occurrence of a Change in Control prior to January 1, 2018 (the “162(m) Vesting Condition”) and (iii) the Participant’s death or Disability prior to January 1, 2018. The Performance Target shall be established by the Committee for the Award no later than 90 days following the beginning of the Performance Period. If the Committee determines the 162(m) Vesting Condition is not satisfied, all of the RSUs in the Award and any Retained Dividend Equivalents and Retained Distributions will be forfeited immediately, including any RSUs in the Award and any Retained Dividend Equivalents and Retained Distributions related thereto with respect to which a Vesting Date occurred on or before the date the Committee determined the 162(m) Vesting Condition was not satisfied.
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Section 162(m) Vesting Requirement. The Award is subject to performance vesting requirements based on the achievement of the Performance Target for the Performance Period and the certification of achievement of such Performance Target by the Committee pursuant to Section 9(b) of the Plan. The Performance Target shall be established by the Committee for the Award no later than 90 days following the beginning of the Performance Period that applies to the Award. If the Performance Target for the Award is not satisfied, all of the RSUs in the Award and any Retained Distributions will be forfeited immediately. The Performance Period shall be (i) the year in which the Award is granted if the Award is granted prior to April 1 or (ii) the first full year ending after the grant of the Award if the Award is granted on or after April 1.
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Section 162(m) Vesting Requirement. The Restricted Stock Units awarded hereunder are subject to performance vesting requirements under this Section 2(a) based upon the achievement of the performance criteria applicable to the Performance Period. The achievement of such performance criteria shall be certified by the Committee pursuant to Section 6.2 of the Plan prior to the payment of any amount to the Grantee under this Agreement. The respective performance criteria shall be established by the Committee by no later than 90 days following the beginning of the Performance Period. If the performance criteria for the Performance Period are not satisfied, all of the Restricted Stock Units which would have vested if the performance criteria were satisfied shall be immediately forfeited.
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Section 162(m) Vesting Requirement. This Award shall also be subject to additional performance vesting requirements under this Section 3.B with respect to all Stock Units subject to this Award, based upon the achievement of the Performance Target applicable to the 162(m) Performance Period set forth below, and subject to certification of achievement of such Performance Target by the Committee pursuant to Section 4.8 of the Plan. The Performance Target (together with the Business Criteria with respect to such Performance Target) shall be established by the Committee by no later than 90 days following the beginning of the Performance Period applicable to this Award. If the Performance Target is not satisfied, all of the Stock Units subject to this Award shall be immediately forfeited. For purposes of this Section 3.B, the “162(m) Performance Period” shall be the last fiscal year of Disney to be completed prior to the Scheduled Vesting Date. Notwithstanding the foregoing, in accordance with the certain Letter Agreement dated December 13, 2017 between Participant and Disney, this Section 3.B shall not apply for any purposes in the event the provision allowing performance-based compensation to be deductible regardless of the limitation in Section 162(m) of the Internal Revenue Code is repealed without replacement for non-grandfathered awards.
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Section 162(m) Vesting Requirement. This Award shall also be subject to additional performance vesting requirements under this Section 2.B with respect to 100% of both Tranche A and Tranche B, based upon the achievement of the Performance Targets applicable to the Performance Periods specified below, subject to certification of achievement of such Performance Targets by the Committee pursuant to Section 4.8 of the Plan. The respective Performance Targets (and the Business Criteria to which they relate) shall be established by the Committee not later than 90 days following the beginning of each Performance Period. If the Performance Target for a Performance Period is not satisfied, the applicable portion of the Award (i.e., Tranche A or Tranche B) shall be immediately forfeited in its entirety. The Performance Periods for the Stock Units granted hereunder shall be as follows: Fiscal 200 and 200 Tranche A (_____ Stock Units) Fiscal 200 and 000 Xxxxxxx X (_____ Stock Units)
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Related to Section 162(m) Vesting Requirement

  • Vesting Requirements The vesting of this Award (other than pursuant to accelerated vesting in certain circumstances as provided in Section 3 below or vesting pursuant to Section 6 below) shall be subject to the satisfaction of the conditions set forth in each of subsections A and B, as applicable, and, in each case, subsection C of this Section 2:

  • Performance-Based Vesting At the end of each Measurement Year, on the Measurement Date, the percentage of Shares set forth above shall be eligible to vest (the "Eligible Shares"). On each Measurement Date, 50% of the Eligible Shares shall become Vested Shares if at least 90% of the Target EBITDA amount was met for the prior Measurement Year. If more than 90% of the Target EBITDA amount was met for the prior Measurement Year, then the Eligible Shares shall become Vested Shares on a straight line basis such that an additional 5% of Eligible Shares shall become Vested Shares for each 1% that actual Consolidated Adjusted EBITDA exceeds 90% of the Target EBITDA amount.

  • Section 409A Compliance To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

  • Testing Requirements 12.1. Workplaces - 12.2. On workplaces where the value of the Commonwealth’s contribution to the project that includes the building work is at least $5,000,000, and represents at least 50% of the total construction project value or the Commonwealth’s contribution to the project that includes the building work is at least $10,000,000 (irrespective of its proportion of the total construction project value) the following minimum testing requirements must be adhered to.

  • Listing Requirements The Company shall not be obligated to deliver any certificates representing any shares until all applicable requirements imposed by federal and state securities laws and by any stock exchanges upon which the shares may be listed have been fully met.

  • Compliance with Nasdaq Continued Listing Requirements The Company is in compliance with applicable Nasdaq continued listing requirements. There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on Nasdaq and the Company has not received any notice of, nor to the Company’s Knowledge is there any reasonable basis for, the delisting of the Common Stock from Nasdaq.

  • System for Award Management (XXX) Requirement Alongside a signed copy of this Agreement, Grantee will provide Florida Housing with a XXX.xxx proof of registration and Commercial and Government Entity (CAGE) number. Grantee will continue to maintain an active XXX registration with current information at all times during which it has an active award under this Agreement.

  • Section 409A Provisions The payment of Shares under this Agreement is intended to be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption set forth in Treasury Regulation §1.409A-1(b)(4). Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that any amount or benefit hereunder that constitutes “deferred compensation” to the Participant under Section 409A is otherwise payable or distributable to the Participant under the Plan or this Agreement solely by reason of the occurrence of a Change in Control or due to the Participant’s Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such Change in Control, Disability or separation from service meet the definition of a change in ownership or control, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise (including, but not limited to, a payment made pursuant to an involuntary separation arrangement that is exempt from Section 409A under the “short-term deferral” exception). Any payment or distribution that constitutes deferred compensation subject to Code Section 409A and that otherwise would be made to a Participant who is a specified employee as defined in Section 409A(a)(2)(B) of the Code on account of separation from service instead shall be made on the earlier of the date that is six months and one day after the date of the specified employee’s separation from service and the specified employee’s death.

  • Vesting Provisions Subject to the provisions of paragraph 3 below, the option shall vest 33⅓% on each of July 31, 2020, July 31, 2021 and July 31, 2022, except as follows:

  • Performance Requirements A. There is no guaranteed minimum amount of work which will be ordered under this Contract. B. The total Contract amount will not exceed $4,900,000. C. This is a Contract for work specified in individual Job Orders. Work ordered prior to but not completed by the expiration of the Contract period, and any additional work required as a result of unforeseen conditions encountered during construction up to six (6) months after the contract expiration date, will be completed with all provisions of this Contract still in force. Performance time for each Job Order issued under this Contract will be determined in accordance with the Contract. This performance time will be determined and agreed upon by both Parties for each individual Job Order. Contractor must self-perform 20% of the Work under this Contract for ‘A’ and ‘B’ licenses. Contractor must self-perform 75% of the Work under this Contract, unless otherwise approved by the County, for ‘C’ licenses. D. This is an indefinite-quantity Contract for the supplies or services specified and effective for the period stated. Work or performance shall be made only as authorized by Job Orders issued in accordance with the ordering procedures clause. The Contractor agrees to furnish to the County when and if ordered, the supplies or services specified in the Contract up to and including the quantity designated in the Job Orders issued as the maximum designated in the Contract.

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