Vesting of Performance Shares Sample Clauses

Vesting of Performance Shares. As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of January (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment.

Vesting of Performance Shares. Subject to the terms and conditions of Sections 5, 6 and 7 hereof, the Performance Shares covered by this Agreement shall Vest based on the achievement of the Management Objectives for the Performance Period as follows: (a) The applicable percentage of the Performance Shares that shall be earned by the Grantee for the Performance Period shall be determined by reference to the Statement of Management Objectives if the Grantee remains continuously employed by either the Company or any Subsidiary until the end of the Performance Period; (b) In the event that achievement with respect to one of the Management Objectives is between the performance levels specified in the Statement of Management Objectives, the applicable percentage of the Performance Shares that shall be earned by the Grantee for the Performance Period for that particular Management Objective shall be determined by the Committee using straight-line mathematical interpolation; and (c) To the extent the Management Objectives are not achieved by the end of the Performance Period, then the Performance Shares evidenced by this Agreement (including Performance Shares subject to Section 6(b) following the Grantee’s Retirement, as described therein) will be forfeited without compensation or other consideration. The Vesting of the Performance Shares pursuant to this Section 4 shall be contingent upon a determination of the Committee that the Management Objectives have been satisfied.

Vesting of Performance Shares. Subject to Section 3 and 6 below, the Performance Shares shall vest as follows: (a) The Performance Shares shall vest only if and to the extent the Committee determines that the Performance Goals (as defined in Exhibit A) have been met for the Performance Period set forth above. (b) In general, Grantee must be employed by the Corporation or a Subsidiary on the last day of the Performance Period to be entitled to payment of any Performance Shares earned under Section 2(a) above. However, Grantee shall be entitled to a pro-rated portion of the Performance Shares earned under Section 2(a) above in the event that, during the Performance Period (i) Grantee ceases to be employed with the Corporation and its Subsidiaries by reason of death or Disability (defined by reference Section 22(e)(3) of the Code), (ii) the Corporation and its Subsidiaries terminate Grantee's employment other than for cause (as determined by the Corporation in its sole discretion), or (iii) Grantee voluntarily terminates employment with the Corporation and its Subsidiaries after having attained age 55 and completed 10 years of consecutive service from Grantee’s most recent date of hire or re-hire, as applicable (as determined under such rules as may be established by the Corporation from time-to-time). The pro-rated portion of the Performance Shares that becomes payable under this Section 2(b), if any, shall be determined by the Committee or its delegate, in its sole discretion, based upon Grantee's continuous employment with the Corporation and its Subsidiaries during the Performance Period (including additional service credit provided to Grantee, if any, under an employment or change in control agreement with the Corporation or a Subsidiary, or a severance plan maintained by the Corporation or a Subsidiary, as applicable). (c) For purposes of Section 2 of this Agreement, the continuous employment of Grantee with the Corporation and its Subsidiaries shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee, by reason of the transfer of his or her employment among the Corporation and its Subsidiaries or a leave of absence approved by the Corporation or a Subsidiary; provided that, to the extent permitted under applicable law, the Corporation shall pro-rate the payout of any Performance Shares earned in the event Grantee is on an approved but unpaid leave of absence during the Performance Period, based upon the portion of the Performance ...

Vesting of Performance Shares. (i) Fifty percent (50%) of the Performance Shares shall vest on December 31, 2026 (the “Vesting Date”), but if, and only if, (x) the Grantee remains continuously employed by the Company or one of its subsidiaries from the Date of Grant until the Vesting Date, and (y) the Cumulative Pre-Tax Hybrid Income (as defined below) equals $[***]; (ii) One hundred percent (100%) of the Performance Shares shall vest on the Vesting Date, but if, and only if, (x) the Grantee remains continuously employed by the Company or one of its subsidiaries from the Date of Grant until the Vesting Date, and (y) the Cumulative Pre-Tax Hybrid Income (as defined below) equals or exceeds $[***]; (iii) A prorated amount between fifty percent (50%) and one hundred percent (100%) of the Performance Shares shall vest on the Vesting Date, but if, and only if, (x) the Grantee remains continuously employed by the Company or one of its subsidiaries from the Date of Grant until the Vesting Date, and (y) the Cumulative Pre-Tax Hybrid Income is between $[***] and $[***]; with the number of Performance Shares becoming vested determined by linear interpolation for achievement of a Cumulative Pre-Tax Hybrid Income between the two amounts; and (iv) No Performance Shares shall vest if the Cumulative Pre-Tax Hybrid Income is less than $[***] and no additional Performance Shares in excess of one hundred percent (100%) of the Performance Shares shall vest if the Cumulative Pre-Tax Hybrid Income is more than $[***]. In no event shall the total number of Performance Shares that vest exceed the number of Performance Shares calculated pursuant to Section 1(a). (v) Notwithstanding anything to the contrary in Section 2(a), if Grantee is terminated without Cause (as defined in Grantee’s Employment Agreement with the Company, effective as of July 1, 2021 (the “Employment Agreement”)) or resigns with Good Reason (as defined in the Employment Agreement) (each, an “Involuntary Termination”) at any time after the third (3rd) anniversary of the Date of Grant but prior to the Vesting Date (“Involuntary Termination Date”), the Company shall grant to Grantee an Award equal to a prorated amount of the Performance Shares (“Stub Period Performance Shares”), with the amount of the Stub Period Performance Shares to be granted determined according to the following process: (1) determine the amount of time Grantee was employed by the Company since the Date of Grant as a fraction of the amount of time from Date of Grant through...

Vesting of Performance Shares. As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment. Settlement in Shares Vested performance shares will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vested Performance Shares by the “settlement percentage” determined as follows: Upon the Vesting Date, PG&E Corporation’s total shareholder return (“TSR”) will be compared to the TSR of the twelve other companies in PG&E Corporation’s comparator group1 for the prior three calendar years (the “Performance Period”). Subject to rounding considerations, if PG&E Corporation’s TSR falls below the 25th percentile of the comparator group the settlement percentage will be 0%; if PG&E Corporation’s TSR is at the 25th percentile, the settlement percentage will be 25%; if PG&E Corporation’s TSR is at the 75th percentile, the settlement percentage will be 100%; and if PG&E Corporation’s TSR is in the xxx xxxx, the settlement percentage will be 200%. The following table sets forth the settlement percentages for the other TSR rankings that could be achieved based on PG&E Corporation’s TSR rank within the comparator group: 1 The identities of the companies currently comprising the comparator group are included in the prospectus. PG&E Corporation reserves the right to change the companies comprising the comparator group at any time.

Vesting of Performance Shares. (a) Except as otherwise provided in this Agreement, the Performance Shares will vest on the third anniversary of the grant date provided that you continue to serve as an employee of the Company for the period from the Grant Date through the third anniversary of the grant date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Performance Shares, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the last day of the Vesting Period and will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (c) If you incur a Separation from Service due to Retirement (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) at least one (1) year after the Grant Date and prior to the last day of the Vesting Period, then the Award will remain outstanding for the remainder of the Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Agreement as though you were still employed and will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (d) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in the Award, your last day of service will be deemed to be effective as of the last day of any period during which you are entitled to severance from the Company. In the event that, as the result of any additional vesting service accorded in the immediately preceding sentence, you are deemed to be employed on the last day of the Vesting Period, the Award will be payable at the time and in the ...

Vesting of Performance Shares. Except as hereinafter provided, the Performance Shares earned hereunder shall become payable (as described in Section 7 below) pursuant to the vesting schedule set forth below (subject to the terms and conditions hereunder).

Vesting of Performance Shares. The number of Performance Shares that shall vest under this Agreement shall be based upon the following performance goal: The Company’s Total Shareholder Return as compared to the Total Shareholder Return of the Comparison Group during the Performance Period, as further described below. Upon (a) the expiration of the Performance Period, and (b) the Committee’s determination and certification of the extent to which the performance goal has been achieved, the Participant shall become vested in the number of Performance Shares that corresponds to the level of achievement of the performance goal set forth below that is certified by the Committee. Such determination and certification shall occur no later than sixty (60) days after the conclusion of the Performance Period.

Vesting of Performance Shares. (a) Provided that Grantee’s continuous employment by the Company, including Subsidiaries, has not terminated, or as otherwise provided in Sections 2(b) or 2(c), Performance Shares subject to this Award shall become vested upon the written certification by the Committee, or its delegatee, in its sole discretion, of the achievement of the Performance Goal, which is the Company’s Total Shareholder Return (“TSR”) relative to the TSR of the peer group of companies listed on Exhibit A to this Agreement (the “Peer Group”), for the period beginning January 1, 2010 and ending December 31, 2012 (“Performance Period”), at, or above, the 30th percentile, in accordance with the applicable vesting percentage specified for such percentile ranking in the following schedule: Percentile Ranking Vesting Percentage Lower than 30th 0% 30th 50% * * 50th 100% * * 80th or higher 200% *When such determination is of a percentile ranking between those specified, such results will be interpolated on a straight-line basis to determine the applicable vesting percentage. All Performance Shares that do not so become vested during the Performance Period shall be forfeited. For the purposes of this Agreement, TSR shall be calculated using the formula Percent TSR = ((B*(1 + C) / A) -1), where the values of A, B and C are as follows: A = average closing price of a share on the NYSE on the twenty consecutive trading days ending on December 31, 2009; B = average closing price of a share on the NYSE on the twenty consecutive trading days ending on December 31, 2012; and C = the number of additional shares owned assuming dividends are reinvested as paid throughout the measurement period. In addition, when calculating TSR for the Performance Period, (i) the performance of a company in the Peer Group will not be used in calculating the Peer Group’s TSR if the company is not publicly traded (i.e., has no ticker symbol) at the end of the performance period; (ii) the performance of any company in the Peer Group that becomes bankrupt during the measurement period will be included in the calculation of peer group performance even if it has no ticker symbol at the end of the measurement period; (iii) The performance of the surviving entity(s) will be used in the event there is a combination of any of the Peer Group companies during the measurement period; (iv) no new companies will be added to the Peer Group during the measurement period (including a non-peer company that may acquire a member of the Pee...

Vesting of Performance Shares. (a) On the Vesting Date, the Performance Shares shall become nonforfeitable, subject to the Grantee having remained in the continuous employ of the Company and/or Subsidiary until said date and only to the extent that the Performance Criteria listed in sub-sections (b) and/or (c) below have been met as of said date. For purposes of this Agreement, Xxxxxxx’s employment with the Company or Subsidiary will be deemed to have ceased as of the last day worked. In the case of a Grantee having received short term disability benefits, employment will be deemed to have ceased on the last day for which such short term benefits are paid, unless the Grantee immediately returns to active employment. For the purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary will not be deemed to have been interrupted, and the Grantee will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the termination of his employment by the Company or a Subsidiary and immediate rehire by the Company (if the Company was not the original employer) or by another Subsidiary or (ii) an approved leave of absence. (b) (i) In order for any portion of the “ROIC Shares” to become nonforfeitable as of the Vesting Date, the following Performance Criteria must be achieved during the period commencing January 1, 2013 and ending December 31, 2014: the Company’s average return on invested capital (“ROIC”) calculated on continuing operations must exceed its weighted average cost of capital (“WACC”) by 175 basis points for said period. (ii) In the event that the requirements of subparagraph (b)(i) above are satisfied, the grant of Target ROIC Shares shall be earned as indicated below. For this purpose, the performance period is the eight fiscal quarters from January 2013 through December 2014. (c) (i) In order for any portion of Target “TSR Shares” to become nonforfeitable as of the Vesting Date, the following Performance Criteria must be achieved: the relative performance of the Company’s “total return to shareholders” (“Flowers TSR”) determined for the period commencing January 1, 2013 and ending December 31, 2014 compared to the “total return to shareholders” of Flowers peer group companies (“Peer Group TSRs”) for the same period equals or exceeds the thirtieth percentile (30%) as follows: