Vesting Provision. Grantee’s interest in the Restricted Stock shall vest in accordance with performance achievement, and certain holding periods as follows, and as adopted by the Company’s Compensation Committee of the Board of Directors: (i) Fifty percent (50%) of the total Target Award (the “2012 Target Award”) will be subject to earning if the target performance goal is achieved for 2012. The target performance goal for this initial earning is the achievement in the year 2012 of pre-bonus, pre-LTI expense earnings before interest, taxes, depreciation, amortization, restructuring, and pension amortization and settlement equal to $ ________ (“2012 Performance Goal”). Fifty percent (50%) of the total Target Award (the “2013 Target Award”) will be earned if the target performance goal is achieved for 2013. The target performance goal for the earning for 2013 is the achievement for years 2012 and 2013 of pre-bonus, pre-LTI expense cumulative earnings before interest, taxes, depreciation, amortization, restructuring, and pension amortization and settlement equal to $ ________ (“2013 Performance Goal”). A portion of the 2012 Target Award and a portion of the 2013 Target Award shall be earned upon achievement of more than threshold performance, and a greater number of shares can be earned upon achievement of over-target performance, up to a maximum of One Hundred Fifty per cent (150%) of the Target Award. The portion of the 2012 Target Awards and 2013 Target Awards that will be earned in the event of achievement of between threshold and target performance will be determined on a prorated basis, with no shares being earned at threshold and one-hundred percent (100%) of the shares being earned at target. (ii) For 2012, upon achievement of more than the threshold 2012 Performance Goal, fifty per cent (50%) of the earned Restricted Stock will vest following public announcement of the Company’s earnings with respect to the 2012 fiscal year end financial statements, and the approval of the Compensation Committee and fifty per cent (50%) of the earned Restricted Stock will vest on the first anniversary of such announcement. (iii) For 2013, upon achievement of more than the threshold 2013 Performance Goal, one hundred per cent (100%) of the earned Restricted Stock will vest on the first anniversary of the public announcement of the Company’s earnings with respect to the 2013 fiscal year end financial statements, and the approval of the Compensation Committee. (iv) In the event the minimum threshold 2012 Performance Goal is not exceeded by fiscal year-end 2012, then all of the 2012 Target Award shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved. (v) In the event the minimum threshold 2013 Performance Goal is not exceeded by fiscal year-end 2013, then all of the 2013 Target Award shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved. (vi) In the event Grantee’s employment with the Company is terminated prior to any vesting date, the unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be immediately forfeited and canceled as of his date of termination without any payment therefore; provided, however, that (i) if Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability, then all shares of Restricted Stock received by Grantee pursuant to this Agreement that have been earned as of such date shall be immediately vested, (ii) if prior to the end of fiscal year 2012, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability then a pro-rated number of shares of the 2012 Target Award received by Grantee pursuant to this Agreement shall continue to be subject to the performance vesting provision, and (iii) if after the end of fiscal year 2012 but prior to the end of fiscal year 2013, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability, then a pro-rated number of shares of the 2013 Target Award received by Grantee pursuant to this Agreement shall continue to be subject to the performance vesting provision. (vii) In the event of a change in control of the Company, as described in the Plan, the Restricted Stock granted to Grantee pursuant to this Agreement shall vest in accordance with the terms and conditions contained in the Plan.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Standard Register Co)
Vesting Provision. Grantee’s interest in the Restricted Stock shall vest in accordance with performance achievement, and certain holding periods as follows, and as adopted by the Company’s Compensation Committee of the Board of Directors:
(i) Fifty percent (50%) of the total Target Award (the “2012 Target Award”) will be subject to earning if the target performance goal is achieved for 2012. : The target performance goal for this initial earning vesting is the achievement in the year 2012 2011 of pre-bonus, pre-performance LTI expense earnings before interestexpense, taxespre-tax adjusted operating earnings, depreciationnot including, impairment and pension settlement and pension amortization, but including restructuring, and pension amortization and settlement equal to $ ______yielding approximately $__ per share (“2012 Performance Goal”). Fifty percent (50%) per cent of the total Target Award (the “2013 Target Award”) will be earned if the target performance goal is achieved for 2013. The target performance goal for the earning for 2013 is the achievement for years 2012 and 2013 of pre-bonus, pre-LTI expense cumulative earnings before interest, taxes, depreciation, amortization, restructuring, and pension amortization and settlement equal to $ ________ (“2013 Performance Goal”). A portion of the 2012 Target Award and a portion of the 2013 Target Award shall be earned upon achievement of more than threshold performance, and a greater number of shares can be earned upon achievement of over-target performance, up to a maximum of One Hundred Fifty per cent (150%) of the Target Award. The portion of the 2012 Target Awards and 2013 Target Awards that will be earned in the event of Upon achievement of between threshold and target performance will be determined on a prorated basis, with no shares being earned at threshold and one-hundred percent (100%) of the shares being earned at target.
(ii) For 2012, upon achievement of more less than the threshold 2012 Performance Goal, fifty per cent (50%) 25% of the earned eligible Restricted Stock will vest following public announcement of the Company’s earnings with respect to the 2012 fiscal year end financial statements, and the approval of the Compensation Committee and fifty per cent (50%) of the earned Restricted Stock will vest on the first anniversary of such announcement.
(iii) For 2013, upon achievement of more than the threshold 2013 Performance Goal, one hundred per cent (100%) of the earned Restricted Stock will vest on the first anniversary of the public announcement of the Company’s earnings with respect to the 2013 2011 fiscal year end financial statements, and the approval of the Compensation Committee.
(iv) . Thereafter, on the second anniversary of the Award Date, an additional 25% of the eligible Restricted Stock will vest, and on the third anniversary of the Award Date, the remaining 50% of the eligible Restricted Stock will vest. In the event the minimum threshold 2012 Performance Goal is not exceeded met by fiscal year-end 20122011, then all of the 2012 Target Award Restricted Stock shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved.
(v) In the event the minimum threshold 2013 Performance Goal is not exceeded by fiscal year-end 2013, then all of the 2013 Target Award shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved.
(vi) In the event Grantee’s employment with the Company is terminated prior to any vesting date, the unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be immediately forfeited and canceled as of his date of termination without any payment therefore; provided, however, that (i) if Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability, then all shares of Restricted Stock received by Grantee pursuant to this Agreement that have been earned as of such date shall be immediately vested, (ii) if prior to the end of fiscal year 2012, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability prior to the end of 2011, then a pro-rated number of shares of the 2012 Target Award Restricted Stock received by Grantee pursuant to this Agreement shall continue to be subject to the performance vesting provision, and (iiiii) if after the end of fiscal year 2012 but prior to the end of fiscal year 2013, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disabilitydisability after the end of 2011 and at least threshold performance was achieved for 2011, then a pro-rated number of all eligible shares of the 2013 Target Award received by Grantee pursuant to this Agreement Restricted Stock shall continue to be subject vest according to the performance vesting provisionschedule described herein.
(vii) In the event of a change in control of the Company, as described in the Plan, the Restricted Stock granted to Grantee pursuant to this Agreement shall vest in accordance with the terms and conditions contained in the Plan.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Standard Register Co)
Vesting Provision. Grantee’s interest in the Restricted Stock shall vest in accordance with performance achievement, and certain holding periods as follows, and as adopted by the Company’s Compensation Committee of the Board of Directors:
(i) Fifty percent (50%) of the total Target Award (the “2012 Target Award”) will be subject to earning if the target performance goal is achieved for 2012. : The target performance goal for this initial earning vesting is the achievement in the year 2012 2010 of pre-bonustax adjusted operating earnings, pre-LTI expense earnings before interest, taxes, depreciation, amortization, not including restructuring, impairment and pension amortization and settlement equal to $ __of ______ (“2012 Performance Goal”). Fifty percent (50%) per cent of the total Target Award (the “2013 Target Award”) will be earned if the target performance goal is achieved for 2013. The target performance goal for the earning for 2013 is the achievement for years 2012 and 2013 of pre-bonus, pre-LTI expense cumulative earnings before interest, taxes, depreciation, amortization, restructuring, and pension amortization and settlement equal to $ ________ (“2013 Performance Goal”). A portion of the 2012 Target Award and a portion of the 2013 Target Award shall be earned upon achievement of more than threshold performance, and a greater number of shares can be earned upon achievement of over-target performance, up to a maximum of One Hundred Fifty per cent (150%) of the Target Award. The portion of the 2012 Target Awards and 2013 Target Awards that will be earned in the event of Upon achievement of between threshold and target performance will be determined on a prorated basis, with no shares being earned at threshold and one-hundred percent (100%) of the shares being earned at target.
(ii) For 2012, upon achievement of more less than the threshold 2012 Performance Goal, fifty per cent (50%) 25% of the earned eligible Restricted Stock will vest following public announcement of the Company’s earnings with respect to the 2012 fiscal year end financial statements, and the approval of the Compensation Committee and fifty per cent (50%) of the earned Restricted Stock will vest on the first anniversary of such announcement.
(iii) For 2013, upon achievement of more than the threshold 2013 Performance Goal, one hundred per cent (100%) of the earned Restricted Stock will vest on the first anniversary of the public announcement of the Company’s earnings with respect to the 2013 2010 fiscal year end financial statements, and the approval of the Compensation Committee.
(iv) . Thereafter, on the second anniversary of the Award Date, an additional 25% of the eligible Restricted Stock will vest, and on the third anniversary of the Award Date, the remaining 50% of the eligible Restricted Stock will vest. In the event the minimum threshold 2012 Performance Goal is not exceeded met by fiscal year-end 20122010, then all of the 2012 Target Award Restricted Stock shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved.
(v) In the event the minimum threshold 2013 Performance Goal is not exceeded by fiscal year-end 2013, then all of the 2013 Target Award shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved.
(vi) In the event Grantee’s employment with the Company is terminated prior to any vesting date, the unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be immediately forfeited and canceled as of his date of termination without any payment therefore; provided, however, that (i) if Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability, then all shares of Restricted Stock received by Grantee pursuant to this Agreement that have been earned as of such date shall be immediately vested, (ii) if prior to the end of fiscal year 2012, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability prior to the end of 2010, then a pro-rated number of shares of the 2012 Target Award Restricted Stock received by Grantee pursuant to this Agreement shall continue to be subject to the performance vesting provision, and (iiiii) if after the end of fiscal year 2012 but prior to the end of fiscal year 2013, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disabilitydisability after the end of 2010 and at least threshold performance was achieved for 2010, then a pro-rated number of all eligible shares of the 2013 Target Award received by Grantee pursuant to this Agreement Restricted Stock shall continue to be subject vest according to the performance vesting provisionschedule described herein.
(vii) In the event of a change in control of the Company, as described in the Plan, the Restricted Stock granted to Grantee pursuant to this Agreement shall vest in accordance with the terms and conditions contained in the Plan.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Standard Register Co)
Vesting Provision. Grantee’s interest in the Restricted Stock shall vest in accordance with performance achievement, and certain holding periods achievement as follows, and as adopted by the Company’s Compensation Committee of the Board of Directors:
(i) Fifty percent (50%) of the total Target Award (the “2012 Target Award”) will be subject to earning if the target performance goal is achieved for 2012. : The target performance goal for this initial earning vesting is the achievement in the year 2012 2007 of pre-bonus, pre-LTI expense earnings before interest, taxes, depreciation, amortization, restructuring, and pension amortization and settlement equal to $ ________ (PERFORMANCE GOAL REDACTED) (“2012 Performance Goal”). Fifty Vesting of the Restricted Stock grant will be accelerated in the event the Performance Goal is met before 2007, to wit, if the Performance Goal is first met in 2005 or 2006, thirty percent (5030%) of the total Target Award (the “2013 Target Award”) Restricted Stock grant will be earned vest; if the target performance goal initial attainment of the Performance Goal is achieved for 2013. The target performance goal for the earning for 2013 is the achievement for years 2012 and 2013 of pre-bonus, pre-LTI expense cumulative earnings before interest, taxes, depreciation, amortization, restructuringin 2005, and pension amortization and settlement equal to $ ________ (“2013 the Performance Goal”). A portion of Goal is met again in 2006, the 2012 Target Award and a portion of the 2013 Target Award shall be earned upon achievement of more than threshold performance, and a greater number of shares can be earned upon achievement of over-target performance, up to a maximum of One Hundred Fifty per cent (150%) of the Target Award. The portion of the 2012 Target Awards and 2013 Target Awards that will be earned in the event of achievement of between threshold and target performance will be determined on a prorated basis, with no shares being earned at threshold and one-hundred percent (100%) of the shares being earned at target.
(ii) For 2012, upon achievement of more than the threshold 2012 Performance Goal, fifty per cent (50%) of the earned remaining Restricted Stock grant will fully vest then. When the Performance Goal is met in these events, vesting shall occur following public announcement of the Company’s earnings with respect to the 2012 fiscal year end financial statements, and the approval of the Compensation Committee and fifty per cent (50%) of the earned Restricted Stock will vest on the first anniversary of such announcement.
(iii) For 2013, upon achievement of more than the threshold 2013 Performance Goal, one hundred per cent (100%) of the earned Restricted Stock will vest on the first anniversary of the public announcement of the Company’s earnings with respect to the 2013 fiscal year end financial statements, and the approval of the Compensation Committee.
(iv) . In the event the minimum threshold 2012 Performance Goal is not exceeded met in whole or in part by fiscal year-end 20122007, then all of the 2012 Target Award remaining Restricted Stock shall be cancelledcancelled upon the latter to occur of: (i) February 23, 2008, or, (ii) immediately following the record date for dividends with respect to the first quarter, 2008, if any. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved.
(v) In the event the minimum threshold 2013 Performance Goal is not exceeded by fiscal year-end 2013, then all of the 2013 Target Award shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved.
(vi) In the event Grantee’s employment with the Company is terminated prior to any vesting datefull vesting, the remaining number of unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be immediately forfeited and canceled as of his date of termination without any payment therefore; provided, however, that (i) if Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, policy after age 62 with ten years of service62, or due to death or permanent and total disability, then all shares of Restricted Stock received by Grantee pursuant to this Agreement that have been earned as of such date shall be immediately vested, (ii) if prior to the end of fiscal year 2012, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability then a pro-rated number of shares of the 2012 Target Award received by Grantee pursuant to this Agreement shall continue to be subject to the performance vesting provision, and (iii) if after the end of fiscal year 2012 but prior to the end of fiscal year 2013, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability, then a pro-rated number of shares of the 2013 Target Award received by Grantee pursuant to this Agreement shall continue to be subject to the performance vesting provision.
(vii) In the event of a change in control of the Company, as described in the Plan, the Restricted Stock granted to Grantee pursuant to this Agreement shall vest in accordance with the terms and conditions contained in the Plan.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Standard Register Co)
Vesting Provision. Grantee’s interest in the Restricted Stock shall vest in accordance with performance achievement, and certain holding periods as follows, and as adopted by the Company’s Compensation Committee of the Board of Directors:
(i) Fifty percent (50%) Target performance goals and superior performance goals have been established for each of the total twelve fiscal quarters of the Company, commencing with the Company’s fourth fiscal quarter of 2013, receipt of which is acknowledged by the Granttee. The target performance goal (“Quarterly Target Performance Goal”) and the superior performance goal (“Quarterly Superior Performance Goal”) for each such fiscal quarter have been established based on the leverage ratio covenant, as defined and set forth in the First Lien Credit Agreement (the “First Lien Credit Agreement”) dated as of August 1, 2013 among the Company, various financial institutions and other persons from time to time parties thereto, as Lenders, and Silver Point Finance, LLC, as the Administrative Agent.
(ii) One twelfth of the Target Award (the in each case, a “2012 Target Quarterly Award”) will be subject to earning if the target performance goal is achieved for 2012. The target performance goal for this initial earning is the achievement in the year 2012 of pre-bonus, pre-LTI expense earnings before interest, taxes, depreciation, amortization, restructuringeach fiscal quarter, and pension amortization and settlement equal to $ ________ (“2012 Performance Goal”). Fifty percent (50%) of the total Target Award (the “2013 Target Award”) will be earned if the target performance goal Quarterly Target Performance Goal for such fiscal quarter is achieved for 2013achieved. The target performance goal for the earning for 2013 is the achievement for years 2012 and 2013 of pre-bonusIf earned, pre-LTI expense cumulative earnings before interest, taxes, depreciation, amortization, restructuring, and pension amortization and settlement equal to $ ________ (“2013 Performance Goal”). A portion of the 2012 Target Award and a portion of the 2013 Target such Quarterly Award shall be earned upon achievement following public announcement of more than threshold performancethe Company’s earnings with respect to such fiscal quarter end financial statements, and a greater number the approval of shares can be earned upon achievement the Compensation Committee. Subject to the provisions of over-target performance, up to a maximum of One Hundred Fifty per cent (150%Sections 2(a)(iv) through 2(a)(vi) of the Target Award. The portion of the 2012 Target Awards and 2013 Target Awards that will be this Agreement, any Quarterly Award earned in the event of achievement of between threshold and target performance will be determined on a prorated basis, with no shares being earned at threshold and one-hundred percent (100%) of the shares being earned at target.
(ii) For 2012, upon achievement of more than the threshold 2012 Performance Goal, fifty per cent (50%) of the earned Restricted Stock will under this Agreement shall vest following public announcement of the Company’s earnings with respect to the 2012 third fiscal year quarter of 2016 end financial statements, and the approval of the Compensation Committee and fifty per cent (50%) of the earned Restricted Stock will vest on the first anniversary of such announcementCommittee.
(iii) For 2013If for any fiscal quarter the Quarterly Target Performance Goal is not achieved, upon achievement of more than then the threshold 2013 Performance Goal, one hundred per cent (100%) of the earned Restricted Stock will vest on the first anniversary of the Quarterly Award for such fiscal quarter shall be immediately forfeited and canceled without any payment therefore following public announcement of the Company’s earnings with respect to the 2013 such fiscal year quarter end financial statements, and the approval of the Compensation Committee.
(iv) In Notwithstanding anything to the event contrary contained in Section 2(a)(ii) above, if at any time the minimum threshold 2012 Company achieves the Quarterly Superior Performance Goal is not exceeded by for four consecutive fiscal year-end 2012quarters, then all previously earned but unvested Quartery Awards shall vest following public announcement of the 2012 Target Award shall be cancelled. The Company’s earnings with respect to the fourth consecutive fiscal quarter, and the approval of the Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achievedCommittee.
(v) In Notwithstanding anything to the event contrary contained in Section 2(a)(ii) above, if the minimum threshold 2013 Performance Goal is not exceeded by fiscal year-end 2013, then all Company fails to meet the leverage ratio covenant under the First Lien Credit Agreement for any of the 2013 Target Award twelve fiscal quarters contemplated under this Agreement, the unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achievedimmediately forfeited and canceled without any payment therefore.
(vi) In Notwithstanding anything to the contrary contained in this Agreement, in the event Grantee’s employment with the Company is terminated prior to any vesting date, the unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be immediately forfeited and canceled as of his date of termination without any payment therefore; provided, however, that (i) if Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability, then all shares of Restricted Stock received by Grantee pursuant to this Agreement that have been earned as of such date date, and have not been previously forfeited pursuant Section 2(a)(vi) above, shall be immediately vested, (ii) if prior to the end of fiscal year 2012, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability then a pro-rated number of shares of the 2012 Target Award received by Grantee pursuant to this Agreement shall continue to be subject to the performance vesting provision, and (iii) if after the end of fiscal year 2012 but prior to the end of fiscal year 2013, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability, then a pro-rated number of shares of the 2013 Target Award received by Grantee pursuant to this Agreement shall continue to be subject to the performance vesting provision.
(vii) In the event of a change in control of the Company, as described in the Plan, the Restricted Stock granted to Grantee pursuant to this Agreement shall vest in accordance with the terms and conditions contained in the Plan.
Appears in 1 contract
Samples: Performance Restricted Stock Grant Agreement (Standard Register Co)
Vesting Provision. Grantee’s interest in the Restricted Stock shall vest in accordance with performance achievement, and certain holding periods achievement as follows, and as adopted by the Company’s Compensation Committee of the Board of Directors:
(i) Fifty percent (50%) of the total Target Award (the “2012 Target Award”) will be subject to earning if the target performance goal is achieved for 2012. : The target performance goal for this initial earning vesting is the achievement in the year 2012 2009 of pre-bonus, pre-LTI expense earnings before interest, taxes, depreciation, amortization, restructuring, and pension amortization and settlement equal to $ __________________________ (“2012 Performance Goal”). Fifty percent (50%) per cent of the total Target Award (the “2013 Target Award”) will be earned if the target performance goal is achieved for 2013. The target performance goal for the earning for 2013 is the achievement for years 2012 and 2013 of pre-bonus, pre-LTI expense cumulative earnings before interest, taxes, depreciation, amortization, restructuring, and pension amortization and settlement equal to $ ________ (“2013 Performance Goal”). A portion of the 2012 Target Award and a portion of the 2013 Target Award shall be earned upon achievement of more than threshold performance, and a greater number of shares can be earned upon achievement of over-target performance, up to a maximum of One Hundred Fifty per cent (150%) percent of the Target Award. The portion of the 2012 Target Awards and 2013 Target Awards that will be earned in the event of Upon achievement of between threshold and target performance will be determined on a prorated basis, with no shares being earned at threshold and one-hundred percent (100%) of the shares being earned at target.
(ii) For 2012, upon achievement of more less than the threshold 2012 Performance Goal, fifty per cent (50%) of the earned Restricted Stock will vest vesting shall occur following public announcement of the Company’s earnings with respect to the 2012 fiscal year end financial statements, and the approval of the Compensation Committee and fifty per cent (50%) of the earned Restricted Stock will vest on the first anniversary of such announcement.
(iii) For 2013, upon achievement of more than the threshold 2013 Performance Goal, one hundred per cent (100%) of the earned Restricted Stock will vest on the first anniversary of the public announcement of the Company’s earnings with respect to the 2013 fiscal year end financial statements, and the approval of the Compensation Committee.
(iv) . In the event the minimum threshold 2012 Performance Goal is not exceeded met by fiscal year-end 20122009, then all of the 2012 Target Award Restricted Stock shall be cancelledcancelled upon the latter to occur of: (i) February 20, 2010, or, (ii) immediately following the record date for dividends with respect to the first quarter, 2010, if any. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved.
(v) In the event the minimum threshold 2013 Performance Goal is not exceeded by fiscal year-end 2013, then all of the 2013 Target Award shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved.
(vi) In the event Grantee’s employment with the Company is terminated prior to any vesting datevesting, the unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be immediately forfeited and canceled as of his date of termination without any payment therefore; provided, however, that (i) if Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability, then all shares of Restricted Stock received by Grantee pursuant to this Agreement that have been earned as of such date shall be immediately vested, (ii) if prior to the end of fiscal year 2012, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability retirement after fiscal year 2008, then a pro-rated number of shares of the 2012 Target Award Restricted Stock received by Grantee pursuant to this Agreement shall continue to be subject to the performance vesting provision, and (iii) if after the end of fiscal year 2012 but prior to the end of fiscal year 2013, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability, then a pro-rated number of shares of the 2013 Target Award received by Grantee pursuant to this Agreement shall continue to be subject to the performance vesting provision.
(vii) In the event of a change in control of the Company, as described in the Plan, the Restricted Stock granted to Grantee pursuant to this Agreement shall vest in accordance with the terms and conditions contained in the Plan.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Standard Register Co)
Vesting Provision. Grantee’s interest in the Restricted Stock shall vest in accordance with performance achievement, and certain holding periods as follows, and as adopted by the Company’s Compensation Committee of the Board of Directors:
(i) Fifty percent (50%) of the total Target Award (the “2012 Target Award”) will be subject to earning if the target performance goal is achieved for 2012. : The target performance goal for this initial earning vesting is the achievement in the year 2012 2011 of pre-bonus, pre-performance LTI expense earnings before interestexpense, taxespre-tax adjusted operating earnings, depreciation, not including impairment and pension settlement and pension amortization, but including restructuring, and pension amortization and settlement equal to $ ______yielding approximately $__ per share (“2012 Performance Goal”). Fifty percent (50%) of the total Target Award will be determined by the achievement in the year 2011 of the Performance Goal (the “2013 Target Adjusted Award”) and 50% of the Target Award will be earned if determined by achievement in the year 2011 of the unadjusted earnings per share target performance goal is achieved for 2013. The target performance goal for the earning for 2013 is the achievement for years 2012 and 2013 of pre-bonus, pre-LTI expense cumulative earnings before interest, taxes, depreciation, amortization, restructuring, and pension amortization and settlement equal to $ ______$__ per share (“2013 Performance GoalUnadjusted Award”). A portion If the minimum threshold for the Performance Goal is achieved, then under each calculation, 50% of the 2012 Target Adjusted Award and a portion 50% of the 2013 Target Unadjusted Award shall be earned upon achievement of more than threshold performanceperformance with respect to such award, and a greater number of shares can be earned upon achievement of over-target performance, up to a . The maximum amount of shares awarded shall be no more than One Hundred Fifty per cent (150%) of the Target Award. The portion of the 2012 Target Awards and 2013 Target Awards that will be earned in the event of Upon achievement of between threshold and target performance will be determined on a prorated basis, with no shares being earned at threshold and one-hundred percent (100%) of the shares being earned at target.
(ii) For 2012, upon achievement of more less than the threshold 2012 Performance Goal, fifty per cent (50%) 25% of the earned eligible Restricted Stock will vest following public announcement of the Company’s earnings with respect to the 2012 fiscal year end financial statements, and the approval of the Compensation Committee and fifty per cent (50%) of the earned Restricted Stock will vest on the first anniversary of such announcement.
(iii) For 2013, upon achievement of more than the threshold 2013 Performance Goal, one hundred per cent (100%) of the earned Restricted Stock will vest on the first anniversary of the public announcement of the Company’s earnings with respect to the 2013 2011 fiscal year end financial statements, and the approval of the Compensation Committee.
(iv) . Thereafter, on the second anniversary of the Award Date, an additional 25% of the eligible Restricted Stock will vest, and on the third anniversary of the Award Date, the remaining 50% of the eligible Restricted Stock will vest. In the event the minimum threshold 2012 Performance Goal is Goals are not exceeded met by fiscal year-end 20122011, then all of the 2012 Target Award Restricted Stock shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved.
(v) In the event the minimum threshold 2013 Performance Goal is not exceeded by fiscal year-end 2013, then all of the 2013 Target Award shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the 2012 Performance Goal has or has not been achieved.
(vi) In the event Grantee’s employment with the Company is terminated prior to any vesting date, the unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be immediately forfeited and canceled as of his date of termination without any payment therefore; provided, however, that (i) if Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability, then all shares of Restricted Stock received by Grantee pursuant to this Agreement that have been earned as of such date shall be immediately vested, (ii) if prior to the end of fiscal year 2012, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability prior to the end of 2011, then a pro-rated number of shares of the 2012 Target Award Restricted Stock received by Grantee pursuant to this Agreement shall continue to be subject to the performance vesting provision, and (iiiii) if after the end of fiscal year 2012 but prior to the end of fiscal year 2013, Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disabilitydisability after the end of 2011 and at least threshold performance was achieved for 2011, then a pro-rated number of all eligible shares of the 2013 Target Award received by Grantee pursuant to this Agreement Restricted Stock shall continue to be subject vest according to the performance vesting provisionschedule described herein.
(vii) In the event of a change in control of the Company, as described in the Plan, the Restricted Stock granted to Grantee pursuant to this Agreement shall vest in accordance with the terms and conditions contained in the Plan.
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Samples: Restricted Stock Grant Agreement (Standard Register Co)
