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 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. 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. 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: Performance Period Stock Units Fiscal 200 and 200 Tranche A (_____ Stock Units) Fiscal 200 and 000 Xxxxxxx X (_____ Stock Units)
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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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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 (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.

  • Special Vesting Rules Notwithstanding Section 1.2 above:

  • 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.

  • 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; Forfeiture Subject to the terms and conditions of this Agreement and provided that the Participant continues to provide services until the Vesting Date (as defined below):

  • Vesting Provisions The Options shall become exercisable in five equal installments on each of the first five anniversaries of the Grant Date, subject to the Employee’s continuous employment with Holding or any Subsidiary from the Grant Date to such anniversary.

  • Section 409A Limitation It is the intention of Company and Executive that the severance and other benefits payable to Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company and Executive acknowledge and understand that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company and Executive further acknowledge and agree that if, in the judgment of Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

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