Common use of Vesting at End of Performance Period Clause in Contracts

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP EBITDA set forth in the table in Section 1(m) above in the event there is no Vesting Factor Range, or (ii) the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP EBITDA set forth in the table in Section 1(m) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Consolidated Non-GAAP EBITDA over the lowest Cumulative Consolidated Non-GAAP EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP EBITDA falls (set forth in the table in Section 1(m) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Non-GAAP EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP EBITDA falls (set forth in the table in Section 1(m) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 2014. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA set forth in the table in Section 1(m1(k) above in the event there is no Vesting Factor Range, or (ii) the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA set forth in the table in Section 1(m1(k) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA over the lowest Cumulative Consolidated Non-GAAP Pro Forma EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA falls (set forth in the table in Section 1(m1(k) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Non-GAAP Pro Forma EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA falls (set forth in the table in Section 1(m1(k) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m1(k) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 20142013. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP EBITDA set forth in the table in Section 1(m) above in the event there is no Vesting Factor Range, or (ii) the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP EBITDA set forth in the table in Section 1(m) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Consolidated Non-GAAP EBITDA over the lowest Cumulative Consolidated Non-GAAP EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP EBITDA falls (set forth in the table in Section 1(m) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Non-GAAP EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP EBITDA falls (set forth in the table in Section 1(m) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 20142015. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA set forth in the table in Section 1(m) above in the event there is no Vesting Factor Range, or (ii) the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA set forth in the table in Section 1(m) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA over the lowest Cumulative Consolidated Non-GAAP Pro Forma EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA falls (set forth in the table in Section 1(m) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Non-GAAP Pro Forma EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA falls (set forth in the table in Section 1(m) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission. no event later than March 15, 20142013. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA set forth in the table in Section 1(m) above in the event there is no Vesting Factor Range, or (ii) the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA set forth in the table in Section 1(m) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA over the lowest Cumulative Consolidated Non-GAAP Pro Forma EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA falls (set forth in the table in Section 1(m) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Non-GAAP Pro Forma EBITDA in the range of numbers in which the [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission. actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA falls (set forth in the table in Section 1(m) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 20142013. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Adjusted Consolidated Non-GAAP EBITDA set forth in the table in Section 1(m1(p) above in the event there is no Vesting Factor Range, or (ii) the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Adjusted Consolidated Non-GAAP EBITDA set forth in the table in Section 1(m1(p) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Adjusted Consolidated Non-GAAP EBITDA over the lowest Cumulative Adjusted Consolidated Non-GAAP EBITDA in the range of numbers in which the actual [***] = CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Cumulative Adjusted Consolidated Non-GAAP EBITDA falls (set forth in the table in Section 1(m1(p) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Adjusted Consolidated Non-GAAP EBITDA in the range of numbers in which the actual Cumulative Adjusted Consolidated Non-GAAP EBITDA falls (set forth in the table in Section 1(m1(p) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m1(p) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 20142011. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA set forth in the table in Section 1(m) above in the event there is no Vesting Factor Range, or (ii) the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA set forth in the table in Section 1(m) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA over the lowest Cumulative Consolidated Non-GAAP Pro Forma EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA falls (set forth in the table in Section 1(m) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Non-GAAP Pro Forma EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Pro Forma EBITDA falls (set forth in the table in Section 1(m) above), and the denominator of which is the difference between the lowest and [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission. highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 20142013. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA set forth in the table in Section 1(m1(l) above in the event there is no Vesting Factor Range, or (ii) if there is a Vesting Factor Range, the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA set forth in the table in Section 1(m1(l) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA over the lowest Cumulative Consolidated Non-GAAP Adjusted EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA falls (set forth in the table in Section 1(m1(l) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Non-GAAP Adjusted EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA falls (set forth in the table in Section 1(m1(l) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m1(l) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 20142016. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA set forth in the table in Section 1(m1(l) above in the event there is no Vesting Factor Range, or (ii) if there is a Vesting Factor Range, the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA set forth in the table in Section 1(m1(l) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA over the lowest Cumulative Consolidated Non-GAAP Adjusted EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA falls (set forth in the table in Section 1(m1(l) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Non-GAAP Adjusted EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA falls (set forth in the table in Section 1(m1(l) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m1(l) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 2014. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 32019.

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP Adjusted Domestic EBITDA set forth in the table in Section 1(m1(p) above in the event there is no Vesting Factor Range, or (ii) the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP Adjusted Domestic EBITDA set forth in the table in Section 1(m1(p) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient [***] = CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE COMMISSION. of (1) the excess of the actual Cumulative Consolidated Non-GAAP Adjusted Domestic EBITDA over the lowest Cumulative Consolidated Non-GAAP Adjusted Domestic EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Adjusted Domestic EBITDA falls (set forth in the table in Section 1(m1(p) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Non-GAAP Adjusted Domestic EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Adjusted Domestic EBITDA falls (set forth in the table in Section 1(m1(p) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m1(p) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 20142011. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA set forth in the table in Section 1(m1(l) above in the event there is no Vesting Factor Range, or (ii) if there is a Vesting Factor Range, the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA set forth in the table in Section 1(m1(l) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA over the lowest Cumulative Consolidated Non-GAAP Adjusted EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA falls (set forth in the table in Section 1(m1(l) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Non-GAAP Adjusted EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA falls (set forth in the table in Section 1(m1(l) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m1(l) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 20142018. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA set forth in the table in Section 1(m1(l) above in the event there is no Vesting Factor Range, or (ii) if there is a Vesting Factor Range, the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA set forth in the table in Section 1(m1(l) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA over the lowest Cumulative Consolidated Non-GAAP Adjusted EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA falls (set forth in the table in Section 1(m1(l) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Non-GAAP Adjusted EBITDA in the range of numbers in which the actual Cumulative Consolidated Non-GAAP Adjusted EBITDA falls (set forth in the table in Section 1(m1(l) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(m1(l) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 20142017. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.