Common use of Vesting; Performance Goals Clause in Contracts

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 PSUs LTIP Units 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 LTIP Units equal to the sum of (A) the product of (x) one-third (1/3) multiplied by (y) the Target Number of PSUs Relative TSR LTIP Units multiplied by (z) the applicable Relative 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”), and (B) the product of (x) one-third (1/3) multiplied by (y) the Target Number of Absolute TSR LTIP Units multiplied by (z) the applicable Absolute TSR Multiplier (as described below) achieved during the First Year Period. The number of PSUs LTIP Units that vest during the First Year Period in accordance with the foregoing (if any) are referred to as the “First Year Vested PSUsLTIP Units.” (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 LTIP Units equal to (A) the product of (x) the Target Number of PSUs Relative TSR LTIP Units multiplied by (y) the applicable Relative TSR Multiplier, plus (B) the product of (x) the Target Number of Absolute TSR LTIP Units multiplied by (y) the applicable Absolute TSR Multiplier, less (BC) the number of First Year Vested PSUsLTIP Units, 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, LTIP Units (or any dividends distributions received in respect of such sharesthereof). (iii) Any PSUs 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. 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 Codereason.

Vesting; Performance Goals. Except as otherwise set forth in Section 5 below, the number of PSUs LTIP Units 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 LTIP Units equal to the product of (x) one-third (1/3) multiplied by (y) the Target Number of PSUs LTIP Units 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 LTIP Units that vest during the First Year Period in accordance with the foregoing (if any) are referred to as the “First Year Vested PSUsLTIP Units.” (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 LTIP Units equal to (A) the product of (x) the Target Number of PSUs LTIP Units multiplied by (y) the applicable TSR Multiplier, less (B) the number of First Year Vested PSUsLTIP Units, 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, LTIP Units (or any dividends distributions received in respect of such sharesthereof). (iii) Any PSUs 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. 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 Codereason.

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 sum of (A) the product of (x) one-third (1/3) multiplied by (y) the Target Number of Relative TSR PSUs multiplied by (z) the applicable Relative 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”), and (B) the product of (x) one-third (1/3) multiplied by (y) the Target Number of Absolute TSR PSUs multiplied by (z) the applicable Absolute TSR Multiplier (as described below) achieved during 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 Relative TSR PSUs multiplied by (y) the applicable Relative TSR Multiplier, plus (B) the product of (x) the Target Number of Absolute TSR PSUs multiplied by (y) the applicable Absolute TSR Multiplier, less (BC) 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.