Vesting of PRSUs Sample Clauses

Vesting of PRSUs. (a) The PRSUs covered by this Agreement shall Vest on the Vesting Date, to the extent that the following performance goals for the performance period, as described below (collectively, the “Performance Goals”), are achieved, once determined and certified by the Committee in its sole discretion, conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. The performance period commences on the Date of Grant and ends on (and is inclusive of) the Vesting Date. If the closing price for a share of Company stock as reported on the stock exchange on which the Company’s shares are then listed equals or exceeds one of the stock prices set forth below for twenty (20) or more consecutive trading days during the performance period, then the number of PRSUs that are earned shall be as follows: * There is no payout interpolation between stock prices. For example, if the highest stock price during a period of twenty (20) consecutive trading days is $32.23, then 175% of the number of PRSUs shall be earned. **Any PRSUs that do not Vest will be forfeited, including if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. To the extent that, after certifying the achievement of the applicable Performance Goals, the Committee determines that the PRSUs were not earned, the PRSUs shall be immediately forfeited. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries or authorized leaves of absences. (i) Notwithstanding Section 5(a) above, if at any time before the Vesting Date, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the date of the Change in Control shall be treated as the last day of the performance period and the PRSUs will vest, if at all, based on the level of achievement of the Performance Goals as of such date, except to the extent that a Replacement Award (as defined below) is issued with respect to the PRSUs. PRSUs that Vest in accordance with this Section 5(b)(i) will be paid as provided for in Section 6 of this Agreement, and any PRSUs that do not vest will be forfeited. (i) For purposes of this Agreeme...

Vesting of PRSUs. The term “vest” as used herein with respect to any PRSU means the lapsing of the restrictions described herein with respect to such PRSU. The Award shall not be vested as of the Award Date and shall be forfeitable by the Participant without consideration or compensation in accordance with Section 1.6 below unless and until otherwise vested pursuant to the terms of this Agreement. The Participant has no rights, partial or otherwise, in the Award and/or any Stock subject thereto unless and until the Award has been earned pursuant to Section 1.3 and vested pursuant to this Section 1.5. A number of PRSUs equal to the Earned PRSUs will become 100% vested (referred to as “Vested Units”) on the last day of the Performance Period (the “Maturity Date”), provided that the Participant remains continuously employed by the Company or an Affiliate through the Maturity Date. Each Vested Unit shall be settled by the delivery of one share of Stock (subject to adjustment under the Plan). Subject to Section 2.3 below, settlement will occur as soon as practicable following certification by the Administrator of the number of Earned PRSUs and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of Section 1.7 below), but in no event later than the earlier of (i) 90 days following the Maturity Date (or such earlier date that the Award becomes vested), or (ii) March 15th of the year following the year in which the Award becomes vested. No fractional shares of Stock shall be issued pursuant to this Agreement.

Vesting of PRSUs. The PRSUs shall become vested on the Vesting Date set forth above (the “Vesting Date”), provided that the Grantee does not forfeit the PRSUs pursuant to Section 3 prior to the Vesting Date.

Vesting of PRSUs. (a) Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the PRSUs will Vest on the basis of the relative achievement of the Management Objectives described in the Statement of Management Objectives approved by the Committee for the PRSUs for the Performance Period specified in the Award Memorandum if the Holder is in the continuous employ of the Company or a Subsidiary from the Date of Grant through the last day of the Performance Period. (b) For purposes of this Agreement, the continuous employment of the Holder with the Company or a Subsidiary will not be deemed to have been interrupted, and the Holder shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of the Holder’s employment among the Company and its Subsidiaries.

Vesting of PRSUs. (a) Subject to the terms and conditions of this Agreement, the PRSUs covered by this Agreement shall Vest on March 1, 2021 (the “Vesting Date”) to the extent that the performance goals described in the Statement of Performance Goals for these PRSUs are achieved, once determined and certified by the Committee in its sole discretion, conditioned upon the Grantee’s continuous service with the Company or a Subsidiary through the Vesting Date (the period from the Date of Grant until the Vesting Date, the “Vesting Period”). Except as otherwise provided herein, any PRSUs that do not so Vest will be forfeited, including if the Grantee ceases to be in continuous service with the Company or a Subsidiary prior to the end of the Vesting Period. For purposes of this Agreement, “continuous service” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s service as an Employee, Director or consultant to the Company or a Subsidiary. Continuous service shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries. Further, continuous service shall not be considered interrupted or terminated in the case of the Grantee’s cessation of service as an Employee, Director or consultant to the Company or a Subsidiary (each, a “Participant Class”), so long as the Grantee continues serving in another Participant Class. (b) Except as otherwise provided in any employment, severance, change in control or similar agreement between the Grantee and the Company or any Subsidiary (an “Individual Agreement”), any PRSUs that have not Vested pursuant to Section 5 by the end of the Vesting Period will be forfeited automatically and without further notice after the end of the Vesting Period (or earlier if, and on such date that, Grantee ceases to be in continuous service with the Company or a Subsidiary prior to the end of the Vesting Period).

Vesting of PRSUs. (a) If the Grantee remains employed by the Company through December 31, 2022 (the “First Vesting Date”) and the Highest Average Trading Price at any time during the period beginning on the Grant Date and ending on the First Vesting Date equals or exceeds $4.00, then the Grantee will vest in a number of PRSUs equal to the lesser of (i) the number of PRSUs that become eligible to vest in accordance with Section 2 of this Agreement based on the Highest Average Trading Price during the period beginning on the Grant Date and ending on the First Vesting Date and (ii) 689,048 PRSUs (the number of PRSUs, if any, that become vested as of the First Vesting Date, the “First Vesting Date PRSUs”). (b) If the Grantee remains employed by the Company through December 31, 2023 (the “Final Vesting Date”) and the Highest Average Trading Price at any time during the period beginning on the Grant Date and ending on the Final Vesting Date equals or exceeds $4.00, then the Grantee will vest in a number of PRSUs equal to (i) the number of PRSUs that become eligible to vest in accordance with Section 2 of this Agreement based on the Highest Average Trading Price during the period beginning on the Grant Date and ending on the Final Vesting Date, less (ii) the First Vesting Date PRSUs, if applicable. (c) If (i) the Grantee’s employment with the Company is terminated prior to the Final Vesting Date either by the Company without Cause prior to a Change in Control or as a result of the Grantee’s death or Disability and (ii) the Highest Average Trading Price at any time during the period beginning on the Grant Date and ending on the date of such termination equals or exceeds the $4.00, then the Grantee will vest in a number of PRSUs equal to (1) the product of (x) the number of PRSUs that become eligible to vest in accordance with Section 2 of this Agreement based on the Highest Average Trading Price during the period beginning on the Grant Date and ending on the applicable date of termination and (y) a fraction, the numerator of which is the number of days elapsed between the Grant Date and the date of termination and the denominator of which is 1,095, less (2) the First Vesting Date PRSUs, if applicable. For purposes of this Section 3(c), “Cause” shall have the meaning set forth in the Company’s Executive Severance Plan, as in effect on the Grant Date.

Vesting of PRSUs. The PRSUs granted hereunder shall vest as described in this Section 3.

Vesting of PRSUs. Subject to the conditions contained herein and in the Plan, the PRSUs shall vest, and the restrictions on such PRSUs shall lapse, if at all, when the Board or the Committee certifies achievement of the applicable Performance Targets, but in any event no later than March 1 of the year immediately following the end of the Performance Period (the “Vesting Date”), as provided below. The total number of PRSUs actually awarded to Recipient shall be determined as follows: ____ percent (____%) shall be based on the EPS Target at the end of the Performance Period and ____ percent (____ %) shall be based on EBITDA CAGR Target at the end of the Performance Period; with each Performance Target calculated as set forth in Exhibit A attached hereto. The Committee shall determine EPS and EBITDA CAGR in its sole discretion and no PRSUs shall vest, and the restrictions on such PRSUs shall not lapse, until the Committee certifies the applicable Performance Targets set forth herein.

Vesting of PRSUs. In order to reflect accelerated vesting of the second tranche of PRSUs, at the target number of shares without performance requirements, but rather based upon Executive’s employment to and including the scheduled retirement date of March 15, 2020, and cancelation of the third tranche of PRSUs, Subsections (a), (c) and (d) of Section C.5 of the Employment Agreement are amended to read as follows and Subsections (f) and (g) of Section C.5 of the Employment Agreement are hereby deleted (and the Notice of Grant and Restricted Stock Unit Agreement (Performance Vesting) pertaining to the PRSUs referenced in Section C.5 of the Employment Agreement shall be amended accordingly); Subsections (b), (e), (h) and (i) of Section C.5 of the Employment Agreement remain unchanged: (a) On the Effective Date, CVB granted to Executive performance-based restricted stock units (“PRSUs”) pursuant to the CVB Financial Corp. 2018 Equity Incentive Plan pertaining to a target number of one hundred five thousand (105,000) shares of CVB Financial Corp. common stock. Such PRSUs are modified to apply to a target number of only sixty thousand (60,000) shares of such common stock, which PRSUs will vest in the revised installments described below, subject to Section C.5(h) below: (i) the first installment of a target number of 15,000 shares is based upon the financial performance of the Company relative to the financial performance of the Index Banks (as defined below) during the 2019 Performance Period (as defined below); and (ii) the second installment is revised to be time-based vesting only pertaining to 45,000 shares that will vest on March 15, 2020; provided that as a condition to Executive receiving the vesting of the PRSUs pertaining to such shares, Executive must execute and deliver (and not revoke) a general release to the Company on his last day of employment or as soon thereafter as is reasonably practicable, substantially in the form attached hereto as Exhibit A-1. * * *

Vesting of PRSUs. (a) Subject to the terms and conditions of this Agreement, the PRSUs covered by this Agreement shall Vest on the Vesting Date to the extent that the performance goals described in the Statement of Performance Goals (collectively, the “Performance Goals”), are achieved, once determined and certified by the Committee in its sole discretion, conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any PRSUs that do not so Vest will be forfeited, including if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries or authorized leaves of absences. (i) Notwithstanding Section 5(a) above, if at any time before the Vesting Date or forfeiture of the PRSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the PRSUs will vest, except to the extent that a Replacement Award (as defined below) is issued with respect to the PRSUs. PRSUs that Vest in accordance with this Section 5(b)(i) will be paid as provided for in Section 6 of this Agreement. (i) For purposes of this Agreement, a “