Vesting; Performance Goals. Except as otherwise set forth in Section 5 below, the number of PSUs that vest and the actual number of shares of Common Stock, if any, to be issued to the Participant hereunder (not including shares of Common Stock that may be issued pursuant to Section 3 below with respect to DERs) shall be calculated as follows:
(i) Subject to the Participant not experiencing a Termination of Service through the last day of the Performance Period or Shortened Performance Period, as applicable, the Participant shall be eligible to vest in a number of PSUs equal to the product of (x) the Target Number of PSUs multiplied by (y) the applicable Performance Multiplier.
(ii) Any PSUs that fail to vest upon the completion of the Performance Period (or in accordance with Section 5) shall be automatically forfeited for no consideration. DERs shall be subject to the same vesting and forfeiture restrictions as the PSUs to which they are attributable. For the purposes of this Award Agreement, “Termination of Service” shall mean the Participant’s termination of service or employment with the Company for any reason in a manner that constitutes a “separation from service” with the Company pursuant to the regulations under Section 409A of the Code.
Vesting; Performance Goals. The Performance Shares will vest in the manner provided in Exhibit I to this Agreement based on the attainment of the performance goals relating to operating cash flow established by the Management Resources Committee of the Board of Directors (the “Committee”) pursuant to such Exhibit and the terms of the Plan (the “Performance Goals”).
Vesting; Performance Goals. Except as otherwise set forth in Section 5 below, the number of PSUs that vest and the actual number of shares of Common Stock, if any, to be issued to the Participant hereunder (not including shares of Common Stock that may be issued pursuant to Section 3 below with respect to DERs) shall be calculated as follows:
(i) Subject to the Participant not experiencing a Termination of Service through December 31, 2020, the Participant shall be eligible to vest in a number of PSUs equal to the product of (x) one-third (1/3) multiplied by (y) the Target Number of PSUs multiplied by (z) the applicable TSR Multiplier (as described below) achieved during the period commencing at the beginning of the Performance Period through and including December 31, 2020 (the “First Year Period”). The number of PSUs that vest during the First Year Period in accordance with the foregoing (if any) are referred to as the “First Year Vested PSUs.”
(ii) Subject to the Participant not experiencing a Termination of Service through the last day of the Performance Period or Shortened Performance Period, as applicable, the Participant shall be eligible to vest in a number of PSUs equal to (A) the product of (x) the Target Number of PSUs multiplied by (y) the applicable TSR Multiplier, less (B) the number of First Year Vested PSUs, if any. For the avoidance of doubt, if the foregoing calculation would otherwise result in a number that is less than zero (0), then such result shall be deemed to be zero (0), and the Participant shall not be deemed to forfeit any of the First Year Vested PSUs, DERs with respect to the First Year Vested PSUs, shares of Common Stock previously delivered with respect to the First Year Vested PSUs, or any dividends in respect of such shares.
(iii) Any PSUs that fail to vest upon the completion of the Performance Period (or in accordance with Section 5) shall be automatically forfeited for no consideration. DERs shall be subject to the same vesting and forfeiture restrictions as the PSUs to which they are attributable. For the purposes of this Award Agreement, “Termination of Service” shall mean the Participant’s termination of service or employment with the Company for any reason in a manner that constitutes a “separation from service” with the Company pursuant to the regulations under Section 409A of the Code.
Vesting; Performance Goals. Except as otherwise set forth in Section 5 below, the number of LTIP Units that vest shall be calculated as follows:
(i) Subject to the Participant not experiencing a Termination of Service through the last day of the Performance Period or Shortened Performance Period, as applicable, the Participant shall be eligible to vest in a number of LTIP Units equal to the product of (x) the Target Number of LTIP Units multiplied by (y) the applicable Performance Multiplier.
(ii) Any LTIP Units that fail to vest upon the completion of the Performance Period (or in accordance with Section 5) shall be automatically forfeited for no consideration. For the purposes of this Award Agreement, “Termination of Service” shall mean the Participant’s termination of service or employment with the Company for any reason in a manner that constitutes a “separation from service” with the Company pursuant to the regulations under Section 409A of the Code.
Vesting; Performance Goals. The number of LTIP Units that vest shall be calculated as set forth in Exhibit A hereto.
Vesting; Performance Goals. Except as otherwise set forth in Section 3 of this Exhibit A, the number of LTIP Units that vest shall be calculated as follows:
(i) Subject to the Participant not experiencing a Termination of Service through the last day of the Performance Period or Shortened Performance Period, as applicable, the Participant shall be eligible to vest in a number of LTIP Units equal to the product of (x) the Target Number of LTIP Units multiplied by (y) the applicable Performance Multiplier.
(ii) Any LTIP Units that fail to vest upon the completion of the Performance Period (or in accordance with Section 3 of this Exhibit A) or upon any Termination of Service shall be automatically forfeited for no consideration.
Vesting; Performance Goals. Except as otherwise set forth in Section 5 below, subject to the Participant not experiencing a Termination of Service prior to the last day of the Performance Period, the number of PSUs that vest and the actual number of shares of Common Stock, if any, to be issued to the Participant hereunder (not including shares of Common Stock that may be issued pursuant to Section 3 below with respect to DERs) shall be equal to the sum of (i) the Target Number of Relative TSR PSUs multiplied by the applicable Relative TSR Multiplier (as described below), with straight line interpolation between the Relative TSR Multipliers set forth below for achievement of
Vesting; Performance Goals. Except as otherwise set forth in Section 6 below, and subject to the Participant not experiencing a Termination of Service through the last day of the Performance Period, the number of LTIP Units that vest shall be equal to the sum of (i) the Target Number of Relative TSR LTIP Units multiplied by the applicable Relative TSR Multiplier (as described below), with straight line interpolation between the Relative TSR Multipliers set forth below for achievement of any Company percentile ranking between the values set forth below and (ii) the Target Number of Absolute TSR LTIP Units multiplied by the applicable Absolute TSR Multiplier (as described below), with straight line interpolation between the Absolute TSR Multipliers set forth below for achievement of any annualized Company TSR between the values set forth below. In no event may more than the Total Number of LTIP Units set forth above vest hereunder. All LTIP Units (and accumulated distributions with respect thereto) that fail to vest in accordance with this Section 3 (or in accordance with Section 6) shall be automatically forfeited by the Participant for no consideration immediately following the Committee’s certification of the relevant TSR Multiplier. For the purposes of this Award Agreement, “Termination of Service” shall mean the Participant’s termination of service or employment with the Company for any reason.
Vesting; Performance Goals. Except as otherwise set forth in Section 5 below subject to the Participant’s continued employment or continued service relationship with the Company, Advisor and/or their respective Affiliates through the last day of the Performance Period, the number of PSUs that vest and the actual number of shares of Common Stock (or other consideration as contemplated in Section 4 below), if any, to be issued to the Participant hereunder shall be equal to the Target Number of PSUs multiplied by the applicable TSR Multiplier (as described below), with straight line interpolation between the TSR Multipliers set forth below for achievement of any Company percentile ranking between the values set forth below. Any portion of the Target Number of PSUs that fails to vest upon the completion of the Performance Period shall be forfeited.
2.1 The applicable TSR Multiplier shall be as set forth in the table in Section 2.3 below (with straight line interpolation between the TSR Multipliers set forth below), based on the Company’s percentile ranking determined by comparing the Company’s Total Stockholder Return over the Performance Period to the Total Stockholder Return realized over the Performance Period by each of the following peer companies: . If any of such peer companies ceases to exist as an independent public company at any time during the Performance Period, then such company shall be disregarded. For purposes of clarity, Ashford Hospitality Prime’s performance will be compared to that of the peers (using the percent rank function in Microsoft Excel), with Ashford Hospitality Prime’s performance excluded from the calculation of peer company performance (i.e., Ashford Hospitality Prime performance vs. peers).
Vesting; Performance Goals. Except as otherwise set forth in Section 6 below, and subject to the Participant not experiencing a Termination of Service through the last day of the Performance Period, the number of LTIP Units that vest shall be equal to the Target
