Vesting and Exercise of SARs. (a) Subject to the provisions of the Plan and the Agreement (including this Schedule A), the SARs will expire on February 14, 2032. Subject to Sections 2 and 3 of this Schedule A, vesting of the SARs will occur as follows, provided that you have been in the continuous employ of Avient or a Subsidiary on each such vesting date specified below (each set of performance-based SARs vesting on a specific date shall be called a “Tranche”): (i) One-third of the SARs shall vest on the later of (A) February 14, 2023 (the “Tranche I Time-Vesting Hurdle”) and (B) the first trading day immediately following the first thirty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14, 2022, but prior to February 14, 2032 (the “Tranche I Performance-Vesting Hurdle”). (ii) An additional one-third of the SARs shall vest on the later of (A) February 14, 2024 (the “Tranche II Time-Vesting Hurdle”) and (B) the first trading day immediately following the first thirty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14, 2022, but prior to February 14, 2032 (the “Tranche II Performance-Vesting Hurdle”). (iii) The remaining one-third of the SARs shall vest on the later of (A) February 14, 2025 (the “Tranche III Time-Vesting Hurdle,” and together with the Tranche I Time-Vesting Hurdle and the Tranche II Time-Vesting Hurdle, the “Time-Vesting Hurdles”) and (B) the first trading day immediately following the first thirty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14, 2022, but prior to February 14, 2032 (the “Tranche III Performance-Vesting Hurdle”, and together with the Tranche I Performance-Vesting Hurdle and the Tranche II Performance-Vesting Hurdle, the “Performance-Vesting Hurdles”). (b) Vested SARs may be exercised as provided in this Section 1(b) of this Schedule A as long as each exercise covers at a minimum the lesser of the number of fully vested SARs or 1,000 SARs. To exercise the SARs, you must follow the exercise procedures established by Avient, which may change periodically. You will be notified of any such changes. Upon exercise, Avient will issue you the number of Common Shares determined under Section 1(c) of this Schedule A. (c) The number of Common Shares to be issued will be determined by calculating the product of (i) the difference between (A) the Market Value per Share on the date of exercise (the “Transaction Price”) and (B) the Base Price (the “Spread”), multiplied by (ii) the number of SARs exercised; provided, however, that if the Transaction Price exceeds US$[•] (the “SAR Cap”), the Spread for purposes of calculating the number of Common Shares to be issued under this Section 1 of this Schedule A shall be US$[•]. The result of this calculation will then be divided by the lesser of (I) the Transaction Price and (II) the SAR Cap to determine the number of Common Shares to be issued, rounded down to the nearest whole share. In no event will you be entitled to acquire a fraction of one Common Share pursuant to this Schedule A. (d) Unless otherwise determined by the Committee or provided in this Schedule A and so long as it does not violate applicable law, if (i) the Market Value per Share reaches the SAR Cap at any time prior to February 14, 2032, (ii) all or a portion of the SARs have vested, but remain unexercised when the Market Value per Share reaches the SAR Cap, and (iii) the SARs have not expired when the Market Value per Share reaches the SAR Cap, any vested SARs will be deemed to have been exercised by you on the date on which the Market Value per Share first reaches the SAR Cap. In such event, Avient will issue you a number of Common Shares in accordance with Section 1(c) of this Schedule A. (e) The SARs are exercisable during your lifetime only by you or by your guardian or legal representative.
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Vesting and Exercise of SARs. (a) Subject to the provisions of the Plan and the Agreement (including this Schedule A), the SARs will expire on February 1415, 20322023. Subject to Sections 2 and 3 of this Schedule A, vesting of the SARs will occur as follows, provided that you have been in the continuous employ of Avient PolyOne or a Subsidiary on each such vesting date specified below (each set of performance-based SARs vesting on a specific date shall be called a “Tranche”):
(i) One-third of the SARs shall vest on the later of (A) February 1415, 2023 2014 (the “Tranche I Time-Vesting Hurdle”) and (B) the first trading day immediately following the thirtieth consecutive trading day of the first thirty consecutive trading day period to occur prior to February 15, 2023 during which the Market Value per Share reaches a minimum of US$[•] $___ for each thirty consecutive trading day after February 14, 2022, but days prior to February 1415, 2032 2023 (the “Tranche I Performance-Vesting Hurdle”).
(ii) An additional one-third of the SARs shall vest on the later of (A) February 1415, 2024 2015 (the “Tranche II Time-Vesting Hurdle”) and (B) the first trading day immediately following the thirtieth consecutive trading day of the first thirty consecutive trading day period to occur prior to February 15, 2023 during which the Market Value per Share reaches a minimum of US$[•] $___ for each thirty consecutive trading day after February 14, 2022, but days prior to February 1415, 2032 2023 (the “Tranche II Performance-Vesting Hurdle”).
(iii) The remaining one-third of the SARs shall vest on the later of (A) February 1415, 2025 2016 (the “Tranche III Time-Vesting Hurdle,” ”, and together with the Tranche I Time-Vesting Hurdle and the Tranche II Time-Vesting Hurdle, the “Time-Vesting Hurdles”) and (B) the first trading day immediately following the thirtieth consecutive trading day of the first thirty consecutive trading day period to occur prior to February 15, 2023 during which the Market Value per Share reaches a minimum of US$[•] $___ for each thirty consecutive trading day after February 14, 2022, but days prior to February 1415, 2032 2023 (the “Tranche III Performance-Vesting Hurdle”, and together with the Tranche I Performance-Vesting Hurdle and the Tranche II Performance-Vesting Hurdle, the “Performance-Vesting Hurdles”).
(b) Vested SARs may be exercised as provided in this Section 1(b) of this Schedule A as long as each exercise covers at a minimum the lesser of the number of fully vested SARs or 1,000 SARs. To exercise the SARs, you must follow the exercise procedures established by Avient, which PolyOne. These procedures may change periodically. You will be notified of any such changes. Upon exercise, Avient PolyOne will issue you the number of Common Shares determined under Section 1(c) of this Schedule A.
(c) The number of Common Shares to be issued will be determined by calculating the product of (i) the difference between (A) the Market Value per Share on the date of exercise (the “Transaction Price”) and (B) the Base Price (the “Spread”), multiplied by ; (ii) multiplied by the number of SARs exercised; provided, however, that if the Transaction Price exceeds US$[•] (the “SAR Cap”), the Spread for purposes of calculating the number of Common Shares iii) less any withholding taxes PolyOne determines are to be issued under this Section 1 of this Schedule A shall be US$[•]withheld in accordance with the Plan and with applicable law. The result of this calculation will then be divided by the lesser Market Value per Share on the date of (I) the Transaction Price and (II) the SAR Cap exercise to determine the number of Common Shares to be issued, rounded down to the nearest whole share. In no event will you be entitled to acquire a fraction of one Common Share pursuant to this Schedule A.
(d) Unless otherwise determined by the Committee Board or provided in this Schedule A and so long as it does not violate applicable law, if if, on February 15, 2023, (i) the Market Value per Share reaches exceeds the SAR Cap at any time prior to February 14, 2032Base Price, (ii) all or a portion of the any vested SARs have vested, but remain unexercised when the Market Value per Share reaches the SAR Capunexercised, and (iii) the SARs have not expired when the Market Value per Share reaches the SAR Capexpired, any vested SARs that remain unexercised will be deemed to have been exercised by you on the date on which the Market Value per Share first reaches the SAR Capsuch date. In such event, Avient PolyOne will issue you a number of Common Shares in accordance with Section 1(c) of this Schedule A.
(e) The SARs are exercisable during your lifetime only by you or by your guardian or legal representative.
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Vesting and Exercise of SARs. (a) Subject to the provisions of the Plan and the Agreement (including this Schedule A), the SARs will expire on February 148, 20322031. Subject to Sections 2 and 3 of this Schedule A, vesting of the SARs will occur as follows, provided that you have been in the continuous employ of Avient or a Subsidiary on each such vesting date specified below (each set of performance-based SARs vesting on a specific date shall be called a “Tranche”):
(i) One-third of the SARs shall vest on the later of (A) February 148, 2023 2022 (the “Tranche I Time-Vesting Hurdle”) and (B) the first trading day immediately following the first thirty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 148, 20222021, but prior to February 148, 2032 2031 (the “Tranche I Performance-Vesting Hurdle”).
(ii) An additional one-third of the SARs shall vest on the later of (A) February 148, 2024 2023 (the “Tranche II Time-Vesting Hurdle”) and (B) the first trading day immediately following the first thirty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 148, 20222021, but prior to February 148, 2032 2031 (the “Tranche II Performance-Vesting Hurdle”).
(iii) The remaining one-third of the SARs shall vest on the later of (A) February 148, 2025 2024 (the “Tranche III Time-Vesting Hurdle,” ”, and together with the Tranche I Time-Vesting Hurdle and the Tranche II Time-Vesting Hurdle, the “Time-Vesting Hurdles”) and (B) the first trading day immediately following the first thirty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 148, 20222021, but prior to February 148, 2032 2031 (the “Tranche III Performance-Vesting Hurdle”, and together with the Tranche I Performance-Vesting Hurdle and the Tranche II Performance-Vesting Hurdle, the “Performance-Vesting Hurdles”).
(b) Vested SARs may be exercised as provided in this Section 1(b) of this Schedule A as long as each exercise covers at a minimum the lesser of the number of fully vested SARs or 1,000 SARs. To exercise the SARs, you must follow the exercise procedures established by Avient, which may change periodically. You will be notified of any such changes. Upon exercise, Avient will issue you the number of Common Shares determined under Section 1(c) of this Schedule A.
(c) The number of Common Shares to be issued will be determined by calculating the product of (i) the difference between (A) the Market Value per Share on the date of exercise (the “Transaction Price”) and (B) the Base Price (the “Spread”), multiplied by (ii) the number of SARs exercised; provided, however, that if the Transaction Price exceeds US$[•] (the “SAR Cap”), the Spread for purposes of calculating the number of Common Shares to be issued under this Section 1 of this Schedule A shall be US$[•]. The result of this calculation will then be divided by the lesser of (I) the Transaction Price and (II) the SAR Cap to determine the number of Common Shares to be issued, rounded down to the nearest whole share. In no event will you be entitled to acquire a fraction of one Common Share pursuant to this Schedule A.
(d) Unless otherwise determined by the Committee or provided in this Schedule A and so long as it does not violate applicable law, if (i) the Market Value per Share reaches the SAR Cap at any time prior to February 148, 20322031, (ii) all or a portion of the SARs have vested, but remain unexercised when the Market Value per Share reaches the SAR Cap, and (iii) the SARs have not expired when the Market Value per Share reaches the SAR Cap, any vested SARs will be deemed to have been exercised by you on the date on which the Market Value per Share first reaches the SAR Cap. In such event, Avient will issue you a number of Common Shares in accordance with Section 1(c) of this Schedule A.
(e) The SARs are exercisable during your lifetime only by you or by your guardian or legal representative.
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Vesting and Exercise of SARs. (a) Subject to the provisions of the Plan and the Agreement (including this Schedule A), the SARs will expire on February 14, 20322022 and shall be exercisable on or before February 14, 2022. Subject to Sections 2 and 3 of this Schedule A, vesting of the SARs will occur as follows, provided that you have been in the continuous employ of Avient PolyOne or a Subsidiary on each such vesting date specified below (each set of performance-based SARs vesting on a specific date shall be called a “Tranche”):below:
(i) OneIf the Market Value per Share reaches a minimum of $16.07 for thirty consecutive trading days prior to February 14, 2022, one-third of the SARs shall vest on the later of (A) February 14, 2023 (the “Tranche I Time-Vesting Hurdle”) and (B) the first trading day immediately following the thirtieth consecutive trading day of the first thirty such consecutive trading day period during which to occur prior to February 14, 2022; provided, however, that such vested SARs may be exercised no earlier than February 14, 2013.
(ii) If the Market Value per Share reaches a minimum of US$[•] $16.80 for each thirty consecutive trading day after days prior to February 14, 2022, but prior to February 14, 2032 (the “Tranche I Performance-Vesting Hurdle”).
(ii) An an additional one-third of the SARs shall vest on the later of (A) February 14, 2024 (the “Tranche II Time-Vesting Hurdle”) and (B) the first trading day immediately following the thirtieth consecutive trading day of the first thirty such consecutive trading day period during which to occur prior to February 14, 2022; provided, however, that such vested SARs may be exercised no earlier than February 14, 2014.
(iii) If the Market Value per Share reaches a minimum of US$[•] $17.53 for each thirty consecutive trading day after days prior to February 14, 2022, but prior to February 14, 2032 (the “Tranche II Performance-Vesting Hurdle”).
(iii) The remaining one-third of the SARs shall vest on the later of (A) February 14, 2025 (the “Tranche III Time-Vesting Hurdle,” and together with the Tranche I Time-Vesting Hurdle and the Tranche II Time-Vesting Hurdle, the “Time-Vesting Hurdles”) and (B) the first trading day immediately following the thirtieth consecutive trading day of the first thirty such consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14, 2022, but to occur prior to February 14, 2032 (the “Tranche III Performance-Vesting Hurdle”2022; provided, and together with the Tranche I Performance-Vesting Hurdle and the Tranche II Performance-Vesting Hurdlehowever, the “Performance-Vesting Hurdles”)that such vested SARs may be exercised no earlier than February 14, 2015.
(b) Vested The SARs may be exercised as provided in this Section 1(b) of this Schedule A as to all or any of the SARs that are exercisable in accordance with this Schedule A, as long as each exercise covers at a minimum the lesser of the number of fully vested SARs or 1,000 SARs. To exercise the SARs, you must follow submit an SAR Exercise Form to PolyOne signed by you stating the exercise procedures established by Avient, which may change periodicallynumber of SARs you are exercising at that time and certifying that you are in compliance with the terms and conditions of the Plan. You PolyOne will be notified of any such changes. Upon exercise, Avient will then issue you the number of Common Shares determined under Section 1(c) of this Schedule A.
(c) The number of Common Shares to be issued will be determined by calculating the product of (i) the difference between (A) the Market Value per Share on the date of exercise (the “Transaction Price”) and (B) the Base Price (the “Spread”), multiplied by ; (ii) multiplied by the number of SARs exercised; provided(iii) less any withholding taxes (federal, howeverstate, that if the Transaction Price exceeds US$[•] (the “SAR Cap”), the Spread for purposes of calculating the number of Common Shares local or foreign taxes) PolyOne determines are to be issued under this Section 1 of this Schedule A shall be US$[•]withheld in accordance with the Plan and with applicable law. The result of this calculation will then be divided by the lesser Market Value per Share on the date of (I) the Transaction Price and (II) the SAR Cap exercise to determine the number of Common Shares to be issued, rounded down to the nearest whole share. In no event will you be entitled to acquire a fraction of one Common Share pursuant to this Schedule A.
(d) Unless otherwise determined by the Committee Board or provided in this Schedule A and so long as it does not violate applicable law, if if, on February 14, 2022, (i) the Market Value per Share reaches exceeds the SAR Cap at any time prior to February 14, 2032Base Price, (ii) all or a portion of the any vested SARs have vested, but remain unexercised when the Market Value per Share reaches the SAR Capunexercised, and (iii) the SARs have not expired when the Market Value per Share reaches the SAR Capexpired, any vested SARs that remain unexercised will be deemed to have been exercised by you on the date on which the Market Value per Share first reaches the SAR Capsuch date. In such event, Avient PolyOne will issue you a number of Common Shares in accordance with Section 1(c) of this Schedule A.
(e) The SARs are exercisable during your lifetime only by you or by your guardian or legal representative.
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Samples: Award Agreement (Polyone Corp)
Vesting and Exercise of SARs. (a) Subject to the provisions of the Plan and the Agreement (including this Schedule A)Agreement, the SARs will expire on February 14, 2032[DATE] and shall be exercisable on or before [DATE]. Subject to Sections 2 and 3 of this Schedule A, vesting of the SARs will occur as follows, provided Provided that you have been in the continuous employ of Avient PolyOne or a Subsidiary on each such the respective vesting date specified below (each set of performance-based except as provided in Section 3(ii)), the SARs vesting on a specific date shall be called a “Tranche”):vest as follows:
(i) OneIf the market price of the Common Shares as reported on the New York Stock Exchange — Composite Transactions Listing or similar report reaches a minimum of U.S. $___________ for three consecutive trading days prior to [DATE], one-third of the SARs shall vest on the later of (A) February 14, 2023 (the “Tranche I Time-Vesting Hurdle”) and (B) the first trading day immediately following the third consecutive trading day of the first thirty such consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14, 2022, but to occur prior to February 14[DATE]; provided, 2032 (the “Tranche I Performance-Vesting Hurdle”)however, that such vested SARs may be exercised no earlier than [DATE].
(ii) An If the market price of the Common Shares as reported on the New York Stock Exchange — Composite Transactions Listing or similar report reaches a minimum of U.S. $ _______ for three consecutive trading days prior to [DATE], an additional one-third of the SARs shall vest on the later of (A) February 14, 2024 (the “Tranche II Time-Vesting Hurdle”) and (B) the first trading day immediately following the third consecutive trading day of the first thirty such consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14, 2022, but to occur prior to February 14[DATE]; provided, 2032 (the “Tranche II Performance-Vesting Hurdle”)however, that such vested SARs may be exercised no earlier than [DATE].
(iii) The If the market price of the Common Shares as reported on the New York Stock Exchange — Composite Transactions Listing or similar report reaches a minimum of U.S. $ _______ for three consecutive trading day prior to [DATE], the remaining one-third of the SARs shall vest on the later of (A) February 14, 2025 (the “Tranche III Time-Vesting Hurdle,” and together with the Tranche I Time-Vesting Hurdle and the Tranche II Time-Vesting Hurdle, the “Time-Vesting Hurdles”) and (B) the first trading day immediately following the third consecutive trading day of the first thirty such consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14, 2022, but to occur prior to February 14[DATE]; provided, 2032 (the “Tranche III Performance-Vesting Hurdle”however, and together with the Tranche I Performance-Vesting Hurdle and the Tranche II Performance-Vesting Hurdle, the “Performance-Vesting Hurdles”)that such vested SARs may be exercised no earlier than [DATE].
(b) Vested The SARs may be exercised as provided in this Section 1(b) as to all or any of this Schedule A the SARs that are exercisable in accordance with Section 1(a), as long as each exercise covers at a minimum the lesser of the number of fully vested SARs or least 1,000 SARs. To exercise the SARs, you must follow submit a SAR Exercise Form to PolyOne signed by you stating the exercise procedures established by Avient, which may change periodicallynumber of SARs you are exercising at that time and certifying that you are in compliance with the terms and conditions of the Plan. You PolyOne will be notified of any such changes. Upon exercise, Avient will then issue you the number of Common Shares determined under Section 1(c) of this Schedule A.).
(c) The number of Common Shares to be issued will be determined by calculating the product of (i) the difference between (A) the Market Value per fair market value of a Common Share on the date of exercise (the “Transaction Price”) and (B) the Base Price (the “Spread”), multiplied by ; (ii) multiplied by the number of SARs exercised; provided(iii) less any withholding taxes (federal, howeverstate, that if the Transaction Price exceeds US$[•] (the “SAR Cap”), the Spread for purposes of calculating the number of Common Shares local or foreign taxes) PolyOne determines are to be issued under this Section 1 of this Schedule A shall be US$[•]withheld in accordance with the Plan and with applicable law. The result of this calculation will then be divided by the lesser fair market value of (I) a Common Share on the Transaction Price and (II) the SAR Cap date of exercise to determine the number of Common Shares to be issued, rounded down to the nearest whole share. For purposes of this Section 1(c), the term “fair market value” will mean the closing price of the Common Shares on the date of exercise as reported on the New York Stock Exchange — Composite Transactions Listing or similar report. In no event will you be entitled to acquire a fraction of one Common Share pursuant to this Schedule A.Agreement.
(d) Unless otherwise determined by If the Committee determines that a change in the business, operations, corporate structure or provided capital structure of PolyOne, the manner in this Schedule A and so long which it conducts business or other events or circumstances render the stock price appreciation targets specified in Section 1(a) (the “Management Objectives”) to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as it does not violate applicable lawthe Committee deems appropriate; provided, if (i) however, that no such action will be made in the Market Value per Share reaches case of a Covered Employee where such action may result in the SAR Cap at any time prior to February 14, 2032, (ii) all or a portion loss of the SARs have vested, but remain unexercised when otherwise available exemption of the Market Value per Share reaches the SAR Cap, and (iii) the SARs have not expired when the Market Value per Share reaches the SAR Cap, any vested SARs will be deemed to have been exercised by you on the date on which the Market Value per Share first reaches the SAR Cap. In such event, Avient will issue you a number of Common Shares in accordance with award under Section 1(c162(m) of this Schedule A.
the Internal Revenue Code of 1986, as amended (e) The SARs are exercisable during your lifetime only by you or by your guardian or legal representativethe “Code”).
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Vesting and Exercise of SARs. (a) Subject to the provisions of the Plan and the Agreement (including this Schedule A), the SARs will expire on February 1417, 20322033. Subject to Sections 2 and 3 of this Schedule A, vesting of the SARs will occur as follows, provided that you have been in the continuous employ of Avient or a Subsidiary on each such vesting date specified below (each set of performance-based SARs vesting on a specific date shall be called a “Tranche”):
(i) One-third of the SARs shall vest on the later of (A) February 1417, 2023 2024 (the “Tranche I Time-Vesting Hurdle”) and (B) the first trading day immediately following the first thirty twenty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 1417, 20222023, but prior to February 1417, 2032 2033 (the “Tranche I Performance-Vesting Hurdle”).
(ii) An additional one-third of the SARs shall vest on the later of (A) February 1417, 2024 2025 (the “Tranche II Time-Vesting Hurdle”) and (B) the first trading day immediately following the first thirty twenty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 1417, 20222023, but prior to February 1417, 2032 2033 (the “Tranche II Performance-Vesting Hurdle”).
(iii) The remaining one-third of the SARs shall vest on the later of (A) February 1417, 2025 2026 (the “Tranche III Time-Vesting Hurdle,” and together with the Tranche I Time-Vesting Hurdle and the Tranche II Time-Vesting Hurdle, the “Time-Vesting Hurdles”) and (B) the first trading day immediately following the first thirty twenty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 1417, 20222023, but prior to February 1417, 2032 2033 (the “Tranche III Performance-Vesting Hurdle”, and together with the Tranche I Performance-Vesting Hurdle and the Tranche II Performance-Vesting Hurdle, the “Performance-Vesting Hurdles”).
(b) Vested SARs may be exercised as provided in this Section 1(b) of this Schedule A as long as each exercise covers at a minimum the lesser of the number of fully vested SARs or 1,000 SARs. To exercise the SARs, you must follow the exercise procedures established by Avient, which may change periodically. You will be notified of any such changes. Upon exercise, Avient will issue you the number of Common Shares determined under Section 1(c) of this Schedule A.
(c) The number of Common Shares to be issued will be determined by calculating the product of (i) the difference between (A) the Market Value per Share on the date of exercise (the “Transaction Price”) and (B) the Base Price (the “Spread”), multiplied by (ii) the number of SARs exercised; provided, however, that if the Transaction Price exceeds US$[•] (the “SAR Cap”), the Spread for purposes of calculating the number of Common Shares to be issued under this Section 1 of this Schedule A shall be US$[•]. The result of this calculation will then be divided by the lesser of (I) the Transaction Price and (II) the SAR Cap to determine the number of Common Shares to be issued, rounded down to the nearest whole share. In no event will you be entitled to acquire a fraction of one Common Share pursuant to this Schedule A.
(d) Unless otherwise determined by the Committee or provided in this Schedule A and so long as it does not violate applicable law, if (i) the Market Value per Share reaches the SAR Cap at any time prior to February 1417, 20322033, (ii) all or a portion of the SARs have vested, but remain unexercised when the Market Value per Share reaches the SAR Cap, and (iii) the SARs have not expired when the Market Value per Share reaches the SAR Cap, any vested SARs will be deemed to have been exercised by you on the date on which the Market Value per Share first reaches the SAR Cap. In such event, Avient will issue you a number of Common Shares in accordance with Section 1(c) of this Schedule A.
(e) The SARs are exercisable during your lifetime only by you or by your guardian or legal representative.
Appears in 1 contract
Vesting and Exercise of SARs. (a) Subject to the provisions of the Plan and the Agreement (including this Schedule A), the SARs will expire on February 14[_], 20322034. Subject to Sections 2 and 3 of this Schedule A, vesting of the SARs will occur as follows, provided that you have been in the continuous employ of Avient or a Subsidiary on each such vesting date specified below (each set of performance-based SARs vesting on a specific date shall be called a “Tranche”):
(i) One-third of the SARs shall vest on the later of (A) February 14[_], 2023 2025 (the “Tranche I Time-Vesting Hurdle”) and (B) the first trading day immediately following the first thirty twenty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14[_], 20222024, but prior to February 14[_], 2032 2034 (the “Tranche I Performance-Vesting Hurdle”).
(ii) An additional one-third of the SARs shall vest on the later of (A) February 14[_], 2024 2026 (the “Tranche II Time-Vesting Hurdle”) and (B) the first trading day immediately following the first thirty twenty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14[_], 20222024, but prior to February 14[_], 2032 2034 (the “Tranche II Performance-Vesting Hurdle”).
(iii) The remaining one-third of the SARs shall vest on the later of (A) February 14[_], 2025 2027 (the “Tranche III Time-Vesting Hurdle,” and together with the Tranche I Time-Vesting Hurdle and the Tranche II Time-Vesting Hurdle, the “Time-Vesting Hurdles”) and (B) the first trading day immediately following the first thirty twenty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14[_], 20222024, but prior to February 14[_], 2032 2034 (the “Tranche III Performance-Vesting Hurdle”, and together with the Tranche I Performance-Vesting Hurdle and the Tranche II Performance-Vesting Hurdle, the “Performance-Vesting Hurdles”).
(b) Vested SARs may be exercised as provided in this Section 1(b) of this Schedule A as long as each exercise covers at a minimum the lesser of the number of fully vested SARs or 1,000 SARs. To exercise the any vested SARs, you must follow the exercise procedures established by Avient, which may change periodically. You will be notified of any such changes. Upon exercise, Avient will issue you the number of Common Shares determined under Section 1(c) of this Schedule A.
(c) The number of Common Shares to be issued will be determined by calculating the product of (i) the difference between (A) the Market Value per Share on the date of exercise (the “Transaction Price”) and (B) the Base Price (the “Spread”), multiplied by (ii) the number of SARs exercised; provided, however, that if the Transaction Price exceeds US$[•] (the “SAR Cap”), the Spread for purposes of calculating the number of Common Shares to be issued under this Section 1 of this Schedule A shall be US$[•]. The result of this calculation will then be divided by the lesser of (I) the Transaction Price and (II) the SAR Cap to determine the number of Common Shares to be issued, rounded down to the nearest whole share. In no event will you be entitled to acquire a fraction of one Common Share pursuant to this Schedule A.
(d) Unless otherwise determined by the Committee or provided in this Schedule A and so long as it does not violate applicable law, if all or a portion of the SARs have vested, but remain unexercised, on the earliest of (i) the date on which the Market Value per Share reaches the SAR Cap at any time prior to February 14[_], 20322034, (ii) all or a portion of the SARs have vestedFebruary [_], but remain unexercised when the Market Value per Share reaches the SAR Cap, 2034 and (iii) if applicable, the date on which such SARs have not expired when the Market Value per Share reaches the SAR Capwould terminate in accordance with Section 5 of this Schedule A, any vested SARs will be deemed to have been exercised by you on the date on which the Market Value per Share first reaches the SAR Capearliest of such dates. In such event, Avient will issue you a number of Common Shares in accordance with Section 1(c) of this Schedule A.
(e) The SARs are exercisable during your lifetime only by you or by your guardian or legal representative.
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