Vesting of PBRSUs. Subject to the terms and conditions of Section 3 hereof, the Grantee’s right to receive the Common Shares subject to the PBRSUs shall become nonforfeitable if, on or prior to May 1, 2013 and at a time when the Grantee shall remain employed by the Company, the Grantee shall have completed successfully the management objectives set forth in the CFO Succession Plan initially provided to the Grantee for the Grantee’s recruitment and development of a successor chief financial officer of the Company, as such plan may be updated periodically as necessary (the “CFO Succession Plan”). If the Grantee shall not have completed successfully the steps set forth in the CFO Succession Plan on or prior to May 1, 2013 and prior to the termination of the Grantee’s employment by the Company, the PBRSUs shall be forfeited. The nonforfeitability of the PBRSUs pursuant to this Section 2 shall be contingent upon a determination of the Board (or a committee of the Board) that the performance objectives described in this Section 2 have been satisfied.
Vesting of PBRSUs. Subject to the terms and conditions of Sections 3, 4 and 5 hereof, (a) the Grantee’s right to receive the Common Shares subject to 50% of the PBRSUs shall become nonforfeitable upon the anniversary of the Date of Grant that next follows the first full calendar year during the period from January 1, 2012 through December 31, 2014 (the “Performance Period”) during which the Company’s ____________ business unit (the “Unit”) shall have achieved audited positive adjusted operating profit (the “First Achievement Year”), if the Grantee shall have remained in continuous employment with the Company from the Date of Grant until the anniversary of the Date of Grant that next follows the First Achievement Year; and (b) if the First Achievement Year is 2012 or 2013, the remaining 50% of the PBRSUs will become nonforfeitable upon the anniversary of the Date of Grant that next follows the calendar year following the First Achievement Year if (i) the Unit achieves audited positive adjusted operating profit for the calendar year that follows the First Achievement Year, and (ii) the Grantee shall have remained in continuous employment with the Company from the Date of Grant until the anniversary of the Date of Grant that next follows the calendar year that follows the First Achievement Year. Subject to Section 3 hereof, (x) if the Unit does not achieve audited positive adjusted operating profit for any full calendar year during the Performance Period, the PBRSUs shall be forfeited, (y) if the Unit achieves audited positive adjusted operating profit for only one full calendar year during the Performance Period (including if the First Achievement Year is 2014), 50% of the PBRSUs shall be forfeited, and (z) if the Grantee’s right to receive the Common Shares subject to 50% of the PBRSUs becomes nonforfeitable based on the Unit’s achievement of audited positive adjusted operating profit for 2012 or 2013 but the Unit does not achieve audited positive adjusted CLI-0000000x0 operating profit for the next calendar year, 50% of the PBRSUs shall be forfeited. The PBRSUs are also subject to forfeiture pursuant to Section 5 hereof. The nonforfeitability of the PBRSUs pursuant to this Section 2 or pursuant to Section 4 shall be contingent upon a determination of the Board (or a committee of the Board) that the performance objective described in this Section 2 has been satisfied and the satisfaction of any other condition to such nonforfeitability.
Vesting of PBRSUs. The PBRSUs are subject to forfeiture until they vest. Except as otherwise provided in this Award Agreement, in any employment or similar agreement between the Company and the Grantee or in the Plan, the PBRSUs will vest and become non-forfeitable upon completion of the Vesting Period (the “Vesting Date”), subject to (a) the achievement of at least “Threshold” performance, as set forth in Exhibit I, and (b) the Grantee’s Continuous Service through the Vesting Date.
Vesting of PBRSUs
