Stock Price Hurdle a. The Performance-Based Restricted Stock Units subject to the Stock Price Hurdle vest on the achievement of a price for the Common Stock equal to or exceeding $[] per share calculated using a 20-day volume-weighted average stock price (“VWAP”). The Stock Price Hurdle may be attained at any point during the period beginning on the Grant Date and ending on the 20th trading day following the [] year anniversary of the Grant Date (“Stock Price Performance Measurement Period”). Stock price will be measured using the VWAP during any 20 consecutive trading days during the Stock Price Performance Measurement Period. The Stock Price Performance Measurement Period will be “rolling”, meaning that Stock Price Performance Measurement Periods will overlap (i.e., a new 20 trading day measurement period begins on every trading day).
b. If the Stock Price Hurdle is attained, depending on the timing of attainment, a portion of the shares of Common Stock issuable upon vesting and settlement may be subject to transfer restrictions. If the Stock Price Hurdle is attained during the [] year period beginning on the Grant Date, then []% of the Performance- Based Restricted Stock Units shall be settled immediately, subject to Section 2(c); provided, however, that following such settlement and prior to the end of such []-year period, Employee shall not be permitted to sell or otherwise transfer or dispose of []% of the shares of Common Stock remaining after deduction of any shares withheld or sold to pay the withholding taxes applicable to such settlement. The Company may hold the shares of Common Stock subject to such transfer restrictions in escrow until the expiration of such []-year period. If the Stock Price Hurdle has been attained but shares of Common Stock remain subject to such transfer restrictions and the employment of Employee is terminated for any reason other than for Cause, all such transfer restrictions shall immediately lapse. If the employment of Employee is terminated for Cause during the period when shares of Common Stock are subject to such transfer restrictions, all of Employee’s rights to receive, hold and transfer such shares shall be immediately forfeited.
Stock Price Hurdle. The Stock-Price Hurdle will be achieved on the first date on which the volume-weighted average price of a share of Common Stock for the 20 consecutive trading days immediately preceding such date equals or exceeds $12.00. By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Performance Share Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. IN ORDER TO RECEIVE THE BENEFITS OF THIS GRANT NOTICE AND THE AGREEMENT, AND FOR THIS AWARD OF PSUs TO BE EFFECTIVE, YOU MUST EXECUTE THIS GRANT NOTICE (THE “ACCEPTANCE REQUIREMENTS”). IF YOU FAIL TO SATISFY THE ACCEPTANCE REQUIREMENTS WITHIN 45 DAYS FOLLOWING THE DATE OF XXXXX, THEN:
