Vesting of Performance Stock Units. (a) Except as otherwise provided in this Section 2, the Restriction Period applicable to the Performance Stock Units shall lapse, if at all, as follows:
(i) As to [33⅓]% of the Performance Stock Units subject to this Agreement, as of the later of the Certification Date (as defined in Section 3(a)) or the first anniversary of the Grant Date, subject to (x) the continued employment of the Participant by the Company or any Subsidiary thereof through the first anniversary of the Grant Date, (y) the achievement of the performance goal (the “Performance Goal”) established by the Committee pursuant to the Plan for the Performance Stock Units for the Performance Period and set forth at the end of this Agreement and (z) the Committee’s certification of the achievement of the Performance Goal in accordance with Section 3(a);
(ii) As to [33⅓]% of the Performance Stock Units subject to this Agreement, as of the second anniversary of the Grant Date, subject to (x) the continued employment of the Participant by the Company or any Subsidiary thereof through the second anniversary of the Grant Date, and (y) the Restriction Period having lapsed as to [33⅓]% of the Performance Stock Units subject to this Agreement as provided in clause (i); and
(iii) As to [33⅓]% of the Performance Stock Units subject to this Agreement, as of the third anniversary of the Grant Date, subject to (x) the continued employment of the Participant by the Company or any Subsidiary thereof through the third anniversary of the Grant Date, and (y) the Restriction Period having lapsed as to [33⅓]% of the Performance Stock Units subject to this Agreement as provided in clause (i). Performance Stock Units that cease to be subject to a Restriction Period in accordance with this Section 2(a) shall be settled as provided in Section 3.
(b) If the Committee certifies on the Certification Date that the Performance Goal has not been achieved, all Performance Stock Units subject to this Agreement shall immediately be forfeited and canceled.
Vesting of Performance Stock Units. Subject to the terms of this Agreement and the Plan, the Award shall vest upon certification by the Committee of the level of achievement, if any, of the applicable goals under the Performance Measure as set forth on Appendix A hereto (the “Vesting Date”). The Award shall vest as of the Vesting Date at the level determined by the Committee, which may include the Committee’s exercise of downward discretion to adjust the actual amount of the payout of the Award, and provided that the terms and conditions of the Plan have been met and, provided, further, that the Participant remains employed at the Company on the Vesting Date (except as otherwise provided in this Agreement). As soon as practicable following the Vesting Date or such earlier vesting date as otherwise provided in this Agreement, the Award shall be promptly paid out in Shares. The number of Shares payable under the Performance Stock Unit may range from 0%-150% of award.
Vesting of Performance Stock Units. The Performance Stock Units will vest upon the satisfaction of both of the Service Condition and the Performance Condition applicable to the Performance Stock Units, as set forth in more detail below.
Vesting of Performance Stock Units. The Performance Stock Units will vest and become payable to the extent earned on February 28, 2016 (the “Vesting Date”); provided, the Participant remains continuously employed in active service by the Company or its Subsidiaries from the Award Date through the Vesting Date. Except as otherwise expressly provided herein, in the event that the Participant is not employed on the Vesting Date, the Award will be forfeited and terminate on the Participant’s termination of employment. Employment for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits related to the Performance Stock Units upon or following a termination of employment as provided in this Agreement. In addition, the Participant’s Performance Stock Units are subject to forfeiture if the Company's performance goals are not achieved, as described below.
Vesting of Performance Stock Units. (a) Except as otherwise provided in Sections 2(b) and 3 hereof and subject to the achievement of the financial and performance criteria set forth in Schedule 1, only if, and to the extent that, the Committee, in its sole discretion, determines that the Company has achieved the financial and performance criteria set forth in Schedule 1, which is incorporated by reference herein, the Grantee shall become vested on [•] (the “Vesting Date”) with respect to the number of Performance Stock Units as determined by the Committee in its sole discretion. Any Performance Stock Units granted pursuant to this Agreement that do not vest on the Vesting Date shall automatically and without notice terminate, be forfeited and become null and void.
(b) Notwithstanding the foregoing or as a limitation of Section 11, the Committee in its sole discretion, shall be permitted at any time prior to the delivery of Shares with respect to the Performance Stock Units to reduce or otherwise amend the number of Shares deliverable (including determining that zero Shares should be delivered), regardless of whether the financial and performance criteria set forth in Schedule 1 have been achieved.
Vesting of Performance Stock Units. So long as the Grantee remains an Eligible Participant, the restrictions and conditions of Section 1 of this Agreement shall lapse with respect to all or a portion of the Award on the date (in each case, a “Vesting Date”) that is the later of: (i) the one-year anniversary of the Grant Date and (ii) the date on which the Board or Committee determines that the Performance Measures specified in the vesting schedule attached as Appendix A to this agreement, in relation to all or a portion of the Award, have been achieved (each, a “Determination Date”). The number of Performance Stock Units that actually vest pursuant to the Award is variable based on the specifications in the vesting schedule attached as Appendix A, and if Appendix A allocates the Award to multiple different Performance Measures, then the restrictions in Section 1 shall lapse only with respect to the number of Performance Stock Units allocated to the achievement of the particular Performance Measure on the applicable Vesting Date as determined by the Committee. The Committee has authority to terminate the portion of the Award allocated to a Performance Measure based upon its determination, in its sole discretion, that such Performance Measure cannot be attained, or could not reasonably be expected to be attained, during the term of the Award. Notwithstanding the foregoing, the Award will become fully vested in the event the Grantee dies while they are an Eligible Participant prior to the Vesting Date(s) (and, in such case, the date of death shall be deemed a Vesting Date for purposes of Section 4 of this Agreement). The Committee may at any time accelerate the vesting schedule specified in this Section 2.
Vesting of Performance Stock Units. Subject to the terms and conditions of this Agreement, the Plan and the Statement of Performance Goals approved by the Committee and provided to the Employee with respect to this Award (the “Statement of Performance Goals”), the Performance Stock Units shall become earned (“Earned Performance Stock Units”) to the extent that the Performance Goals for the Performance Stock Units are achieved, as set forth or contemplated in the Statement of Performance Goals, provided that, except as otherwise provided in this Agreement, the Employee remains continuously employed by or in the service of the Company or an Affiliate through the last day of the Performance Period. Earned Performance Stock Units will be determined in accordance with the Statement of Performance Goals on the date on which the Committee determines the level of attainment for the Performance Goals (the “Determination Date”). Provided that the Employee remains continuously employed by or in the service of the Company or an Affiliate through the last day of the Performance Period, the total Earned Performance Stock Units will vest on the Determination Date. Notwithstanding the foregoing, if the number of Earned Performance Stock Units results in a fractional number, then the number of Earned Performance Stock Units shall be rounded down to the nearest whole number.
Vesting of Performance Stock Units. (a) Except as otherwise provided in Sections 2(b), 2(c) and 3 hereof and subject to the achievement of the financial and performance criteria set forth in Schedule 1, only if, and to the extent that, the Committee, in its sole discretion, determines that the Company has achieved the financial and performance criteria set forth in Schedule 1, which is incorporated by reference herein, the Grantee shall become vested on [•] (the “Vesting Date”) with respect to the number of Performance Stock Units as determined by the Committee in its sole discretion. Any Performance Stock Units granted pursuant to this Agreement that do not vest on the Vesting Date shall automatically and without notice terminate, be forfeited and become null and void.
(b) Notwithstanding the foregoing or as a limitation of Section 11, at any time prior to a Change in Control of the Company, the Committee in its sole discretion, shall be permitted at any time prior to the delivery of Shares with respect to the Performance Stock Units to reduce or otherwise amend the number of Shares deliverable (including determining that zero Shares should be delivered), regardless of whether the financial and performance criteria set forth in Schedule 1 have been achieved.
(c) Subject to Section 3 and subject to any determinations made by the Committee pursuant to Section 2(b), in the event of a Change in Control of the Company, the Target Award shall become vested on the Vesting Date.
Vesting of Performance Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the date or dates (each a “Vesting Date”) specified in the following schedule so long as the Grantee remains an employee or officer of, or consultant or advisor to, the Company or a subsidiary (an “Eligible Participant”) on such Vesting Date(s). If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Performance Stock Units specified as vested on such date. [VESTING EVENT]; provided that any determination as to whether or not a vesting event for such Performance Stock Units has been met shall be made in the sole discretion of the People, Culture and Compensation Committee (the “Committee”) of the Company’s Board of Directors and such date of vesting shall be the date so determined by the Committee. Notwithstanding the foregoing, this Award will become fully vested in the event the Grantee dies while he or she is an Eligible Participant prior to the Vesting Date(s) (and, in such case, the date of death shall be deemed a Vesting Date for purposes of Section 4 of this Agreement). The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.
Vesting of Performance Stock Units. (a) Except as otherwise provided in this Section 2, the Restriction Period applicable to the Performance Stock Units shall lapse, if at all, as follows:
(i) As to 50% of the Performance Stock Units subject to this Agreement, as of the Certification Date (as defined in Section 3(a)), subject to (x) the continued employment of the Participant by the Company or any Subsidiary thereof through the first anniversary of the Grant Date, (y) the achievement of the performance goal (the “Goal”) established by the Committee pursuant to the Plan for the Performance Stock Units for the Performance Period and set forth on the signature page hereof and (z) the Committee’s certification of the achievement of the Goal in accordance with Section 3(a); and
(ii) As to 50% of the Performance Stock Units subject to this Agreement, as of the second anniversary of the Grant Date, subject to (x) the Restriction Period having lapsed as to 50% of the Performance Stock Units subject to this Agreement as provided in clause (i) and (y) the continued employment of the Participant by the Company or any Subsidiary thereof through the second anniversary of the Grant Date. Performance Stock Units that cease to be subject to a Restriction Period in accordance with this Section 2(a) shall be settled as provided in Section 3.
(b) If the Committee certifies on the Certification Date that the Goal has not been achieved, all Performance Stock Units subject to this Agreement shall immediately be forfeited and canceled.
